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
Capital Acquisition Corporation
(Exact
name of registrant as specified in its charter)
Delaware | | 87-4328187 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
13284 Pond Springs Rd, Ste 405 Austin, Texas | | 78729 |
(Address of principal executive offices) | | (Zip Code) |
512-666-1277
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title of Each Class: | | Trading Symbol(s) | | Name of Each Exchange on Which Registered: |
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 for $11.50 per share | | ACACW | | The NASDAQ Stock Market LLC |
| | | | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | | ACACU | | The NASDAQ Stock Market LLC |
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As at the date hereof August 12, 2024, 1,815,384
shares of Class A common stock of the registrant, par value $0.0001 per share, and 2,156,250 shares of Class B common stock of the registrant,
par value $0.0001 per share, were issued and outstanding.
TABLE
OF CONTENTS
PART I –
FINANCIAL INFORMATION
Item 1.
Unaudited Financial Statements.
ACRI
CAPITAL ACQUISITION CORPORATION
CONDENSED
CONSOLIDATED BALANCE SHEETS
| |
June 30,
2024 | | |
December 31,
2023 | |
| |
(Unaudited) | | |
| |
Assets | |
| | |
| |
Cash | |
$ | 4,665 | | |
$ | 54,289 | |
Prepaid expenses | |
| 58,999 | | |
| 5,791 | |
Total Current Assets | |
| 63,664 | | |
| 60,080 | |
| |
| | | |
| | |
Investments held in Trust Account | |
| 21,214,423 | | |
| 36,672,846 | |
Total Assets | |
$ | 21,278,087 | | |
$ | 36,732,926 | |
| |
| | | |
| | |
Liabilities, Temporary Equity, and Stockholders’ Deficit | |
| | | |
| | |
Accrued expenses | |
$ | 188,380 | | |
$ | 122,007 | |
Franchise tax payable | |
| - | | |
| 37,905 | |
Income tax payable | |
| 186,874 | | |
| 402,142 | |
Excise tax payable | |
| 718,438 | | |
| 556,620 | |
Promissory notes - related party | |
| 2,503,327 | | |
| 1,431,747 | |
Total Current Liabilities | |
| 3,597,019 | | |
| 2,550,421 | |
| |
| | | |
| | |
Deferred tax liability | |
| 18,812 | | |
| 33,937 | |
Deferred underwriter’s discount | |
| 2,156,250 | | |
| 2,587,500 | |
Total Liabilities | |
| 5,772,081 | | |
| 5,171,858 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| | | |
| | |
| |
| | | |
| | |
Common stock subject to possible redemption, 1,815,384 shares and 3,255,050
shares at redemption value of $11.58 and $11.12 per share as of June 30, 2024 and December 31, 2023 | |
| 21,013,387 | | |
| 36,198,862 | |
| |
| | | |
| | |
Stockholders’ Deficit: | |
| | | |
| | |
Preferred stock, $0.0001 par value, 500,000 shares authorized, none issued and outstanding | |
| - | | |
| - | |
Class A common stock, $0.0001 par value, 20,000,000 shares authorized, none issued and outstanding (excluding 1,815,384 shares and 3,255,050 shares subject to possible redemption as of June 30, 2024 and December 31, 2023) | |
| - | | |
| - | |
Class B common stock, $0.0001 par value, 2,500,000 shares authorized, 2,156,250 shares issued and outstanding as of June 30, 2024 and December 31, 2023 | |
| 216 | | |
| 216 | |
Additional paid-in capital | |
| - | | |
| - | |
Accumulated deficit | |
| (5,507,597 | ) | |
| (4,638,010 | ) |
Total Stockholders’ Deficit | |
| (5,507,381 | ) | |
| (4,637,794 | ) |
| |
| | | |
| | |
Total Liabilities, Temporary Equity, and Stockholders’ Deficit | |
$ | 21,278,087 | | |
$ | 36,732,926 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
ACRI
CAPITAL ACQUISITION CORPORATION
CONDENSED
COSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
For the
three months | | |
For the
three months | | |
For the
six months | | |
For the
six months | |
| |
ended | | |
ended | | |
ended | | |
ended | |
| |
June 30,
2024 | | |
June 30,
2023 | | |
June 30,
2024 | | |
June 30,
2023 | |
Formation and operating costs | |
$ | 518,628 | | |
$ | 258,152 | | |
$ | 779,143 | | |
$ | 446,214 | |
Franchise tax expenses | |
| 8,979 | | |
| 14,522 | | |
| 25,120 | | |
| 22,822 | |
Loss from Operations | |
| (527,607 | ) | |
| (272,674 | ) | |
| (804,263 | ) | |
| (469,036 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income | |
| | | |
| | | |
| | | |
| | |
Interest earned on investment held in Trust Account | |
| 354,967 | | |
| 456,417 | | |
| 830,809 | | |
| 1,163,097 | |
| |
| | | |
| | | |
| | | |
| | |
Income (loss) before income taxes | |
| (172,640 | ) | |
| 183,743 | | |
| 26,546 | | |
| 694,061 | |
| |
| | | |
| | | |
| | | |
| | |
Income taxes provision | |
| 72,657 | | |
| 92,798 | | |
| 169,194 | | |
| 239,458 | |
| |
| | | |
| | | |
| | | |
| | |
Net income (loss) | |
$ | (245,297 | ) | |
$ | 90,945 | | |
$ | (142,648 | ) | |
$ | 454,603 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | |
| 2,423,243 | | |
| 3,643,694 | | |
| 2,843,717 | | |
| 5,055,064 | |
Basic and diluted net income per share, common stock subject to possible redemption | |
$ | 0.03 | | |
$ | 0.12 | | |
$ | 0.12 | | |
$ | 0.17 | |
Basic and diluted weighted average shares outstanding, common stock attributable to Acri Capital Acquisition Corporation | |
| 2,156,250 | | |
| 2,156,250 | | |
| 2,156,250 | | |
| 2,156,250 | |
Basic and diluted net loss per share, common stock attributable to Acri Capital Acquisition Corporation | |
$ | (0.14 | ) | |
$ | (0.16 | ) | |
$ | (0.23 | ) | |
$ | (0.19 | ) |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
ACRI
CAPITAL ACQUISITION CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
| |
Preferred Stock | | |
Common Stock | | |
Additional | | |
| | |
Total | |
| |
| | |
| | |
Class A | | |
Class B | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance as of December 31, 2023 | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
| 2,156,250 | | |
$ | 216 | | |
$ | - | | |
$ | (4,638,010 | ) | |
$ | (4,637,794 | ) |
Reduction of deferred underwriter’s discount | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 431,250 | | |
| 431,250 | |
Accretion of carrying value to redemption value | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (588,164 | ) | |
| (588,164 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 102,649 | | |
| 102,649 | |
Balance as of March 31, 2024 | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
| 2,156,250 | | |
$ | 216 | | |
$ | - | | |
$ | (4,692,275 | ) | |
$ | (4,692,059 | ) |
Accretion of carrying value to redemption value | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (408,207 | ) | |
| (408,207 | ) |
Excise tax accrual | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (161,818 | ) | |
| (161,818 | ) |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (245,297 | ) | |
| (245,297 | ) |
Balance as of June 30, 2024 | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
| 2,156,250 | | |
$ | 216 | | |
$ | - | | |
$ | (5,507,597 | ) | |
$ | (5,507,381 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Preferred Stock | | |
Common Stock | | |
Additional | | |
| | |
Total | |
| |
| | |
| | |
Class A | | |
Class B | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance as of December 31, 2022 | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
| 2,156,250 | | |
$ | 216 | | |
$ | - | | |
$ | (1,957,217 | ) | |
$ | (1,957,001 | ) |
Accretion of carrying value to redemption value | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (787,750 | ) | |
| (787,750 | ) |
Excise tax accrual | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (514,569 | ) | |
| (514,569 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 363,658 | | |
| 363,658 | |
Balance as of March 31, 2023 | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
| 2,156,250 | | |
$ | 216 | | |
$ | - | | |
$ | (2,895,878 | ) | |
$ | (2,895,662 | ) |
Accretion of carrying value to redemption value | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,046,811 | ) | |
| (1,046,811 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 90,945 | | |
| 90,945 | |
Balance as of June 30, 2023 | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
| 2,156,250 | | |
$ | 216 | | |
$ | - | | |
$ | (3,851,744 | ) | |
$ | (3,851,528 | ) |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
ACRI
CAPITAL ACQUISITION CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
For the six months | | |
For the six months | |
| |
ended | | |
ended | |
| |
June 30, 2024 | | |
June 30, 2023 | |
Cash Flows from Operating Activities: | |
| | | |
| | |
Net Income (loss) | |
$ | (142,648 | ) | |
$ | 454,603 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
| | | |
| | |
Interest earned on investment held in Trust Account | |
| (830,809 | ) | |
| (1,163,097 | ) |
Deferred taxes | |
| (15,125 | ) | |
| (26,966 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| (53,208 | ) | |
| 146,492 | |
Accrued expenses | |
| 66,373 | | |
| (23,792 | ) |
Franchise tax payable | |
| (37,905 | ) | |
| (56,361 | ) |
Income taxes payable | |
| (215,268 | ) | |
| 36,809 | |
Net Cash Used in Operating Activities | |
| (1,228,590 | ) | |
| (632,312 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Purchase of investment held in trust account | |
| (375,000 | ) | |
| - | |
Sale of investment held in trust account | |
| 16,664,232 | | |
| 50,831,944 | |
Net Cash Provided by Investing Activities | |
| 16,289,232 | | |
| 50,831,944 | |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Proceeds from promissory notes to related party | |
| 1,071,580 | | |
| 910,924 | |
Redemption of Class A Common Stock | |
| (16,181,846 | ) | |
| (51,456,891 | ) |
Net Cash Used in Financing Activities | |
| (15,110,266 | ) | |
| (50,545,967 | ) |
| |
| | | |
| | |
Net Change in Cash | |
| (49,624 | ) | |
| (346,335 | ) |
| |
| | | |
| | |
Cash, beginning of the period | |
| 54,289 | | |
| 547,478 | |
Cash, end of the period | |
$ | 4,665 | | |
$ | 201,143 | |
| |
| | | |
| | |
Non-cash Financing Activities: | |
| | | |
| | |
Reduction of deferred underwriter’s discount | |
$ | 431,250 | | |
$ | - | |
Accretion of carrying value to redemption value | |
$ | 996,371 | | |
$ | 1,834,561 | |
Excise tax accrual on redemption of Class A common stock | |
$ | 161,818 | | |
$ | 514,569 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
ACRI
CAPITAL ACQUISITION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2024
(Unaudited)
Note 1
— Organization and Business Operation
Acri
Capital Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation
on January 7, 2022. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition,
stock purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”).
The Company has entered into agreement with Merger target. The Company has selected December 31 as its fiscal year end.
On
November 13, 2023, the Company incorporated Acri Capital Merger Sub I Inc, (“Purchaser” or “Pubco”), and Acri
Capital Merger Sub II Inc, (“Merger Sub”), each a Delaware corporation and wholly owned subsidiary of the Company. As of
June 30, 2024, there has been no activity in Merger Sub I and Merger Sub II.
As
of June 30, 2024 and December 31, 2023, the Company had not commenced any operations. For the six months ended June 30, 2024 and 2023,
the Company’s efforts have been limited to organizational activities as well as activities related to the initial public offering
(the “IPO”). The Company will not generate any operating revenues until after the completion of a Business Combination, at
the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO.
The
registration statement for the Company’s IPO became effective on June 9, 2022. On June 14, 2022, the Company consummated the IPO
of 8,625,000 units (the “Units”) (including 1,125,000 Units issued upon the full exercise of the over-allotment option).
Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Public Shares”), and one-half
of one redeemable warrant (the “Public Warrants”), each whole Warrant entitling the holder thereof to purchase one share
of Class A common stock (the “Class A common stock”) at an exercise price of $11.50 per share. The Units were sold at an
offering price of $10.00 per Unit, generating gross proceeds of $86,250,000 on June 14, 2022.
Substantially
concurrently with the closing of the IPO, the Company completed the sale of 5,240,000 private placement warrants (the “Private
Warrants”, together with the Public Warrants, the “Warrants”) to the Company’s sponsor, Acri Capital Sponsor
LLC (the “Sponsor”) at a purchase price of $1.00 per Private Warrant, generating gross proceeds to the Company of $5,240,000.
The Private Warrants are identical to the Public Warrants except that the Private Warrants (including the Class A common stock issuable
upon exercise of the Private Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial
Business Combination except to permitted transferees.
Transaction
costs amounted to $4,838,883, consisting of $4,312,500 of underwriting fees and $526,383 of other offering costs. Following the closing
of IPO, cash of $1,283,357 was held outside of the Trust Account (as defined below) and is available for working capital purposes.
The
Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market
value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting discounts and commissions
and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.
However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for the post-transaction company
not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.
Following
the closing of the IPO, $87,975,000 ($10.20 per Unit) from the proceeds of the sale of the Units and the Private Warrants, was held into
a U.S.-based trust account (the “Trust Account”) with Wilmington Trust, National Association, acting as trustee. The funds
held in the Trust Account will be invested only in U.S. government treasury bills, bonds or notes with a maturity of 185 days
or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which
invest solely in direct U.S. government treasury, so that the Company are not deemed to be an investment company under the Investment
Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay
the Company’s tax obligation, the proceeds from the IPO and the sale of the Private Warrants that are deposited and held in the
Trust Account will not be released from the Trust Account until the earliest to occur of (a) the completion of the initial Business
Combination, (b) the redemption of any shares of Class A common stock included in the Units sold in the IPO properly submitted in
connection with a stockholder vote to amend then current amended and restated Company’s certificate of incorporation (i) to
modify the substance or timing of its obligation to allow redemption in connection with its initial Business Combination or to redeem
100% of the Company’s Public Shares if it does not complete the initial Business Combination within the Combination Period (as
defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity and (c) the redemption of 100% of the Company’s Public Shares if it is unable to complete the Business Combination
within the Combination Period, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims
of the Company’s creditors which could have higher priority than the claims of the Company’s public stockholders. If the
Company anticipate that it may not be able to consummate its initial Business Combination by March 14, 2023 (within nine (9) months
from the consummation of the IPO), it may extend the period of time to consummate a Business Combination up to nine (9) times by an additional
one month each time for a total of up to 9 months, affording the Company up to December 14, 2023 (up to eighteen (18) months from
the consummation of the IPO) to complete its initial Business Combination. Public stockholders will not be offered the opportunity to
vote on or redeem their shares if the Company chooses to make any such paid extension. Pursuant to the terms of the Company’s amended
and restated certificate of incorporation and the trust agreement entered into between the Company and Wilmington Trust, National Association
acting as trustee, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must
deposit into the Trust Account for each month extension $287,212 ($0.0333 per share), on or prior to the date of the applicable deadline.
Any such payments would be made in the form of a loan. If the Company complete its initial Business Combination, the Company would repay
such loaned amounts out of the proceeds of the Trust Account. In addition, such extension funding loans may be convertible into Private
Warrants upon the closing of the Company’s initial Business Combination at $1.00 per warrant at the option of the lender.
On
February 8, 2023, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting,
the stockholders of the Company approved the proposal to amend Company’s amended and restated certificate of incorporation
(“Charter”) to amend the amount of monthly deposit (each, a “Monthly Extension Payment”) required to be deposited
in the trust account (the “Trust Account”) from $0.0333 for each public share to $0.0625 for each public share for up to
nine (9) times if the Company has not consummated its initial Business Combination by March 14, 2023 (the nine (9) month
anniversary of the closing of its initial public offering) (the “Extension Amendment Proposal”). Upon the stockholders’
approval, on February 9, 2023, the Company filed a certificate of amendment to the Charter which became effective upon filing.
In
connection with the votes to approve the Extension Amendment Proposal, 4,981,306 shares of Class A common stock of the Company were redeemed
at $10.33 per share in March 2023.
Following
the Special Meeting, the Sponsor deposited four monthly payments into the Trust Account to extend the Business Combination deadline to
July 14, 2023 of $227,730.87 for a total of $910,923.48. In connection with each of the Monthly Extension Payment, the Company issued
an unsecured promissory note of $227,730.87 (the “Note”) to its 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) (the “Prospectus”),
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.
On
July 11 2023, the Company held another special meeting of stockholders (the “Special Meeting II”), at which the stockholders
of the Company approved, among others, the proposal to amend the Charter to allow the Company until July 14, 2023 to consummate
an initial Business Combination, and, without another stockholder vote, to elect to extend Business Combination deadline on a monthly
basis for up to nine (9) times, up to April 14, 2024, by depositing $75,000 into the Trust Account. Upon the stockholders’
approval, on July 12, 2023, the Company filed a certificate of amendment to the Charter which became effective upon filing (the Charter
upon the amendment, the “Second Amended Charter”). In connection with the Special Meeting II, 388,644 shares of Class A common
stock of the Company were redeemed and cancelled.
In
connection with the Special Meeting II, the stockholders also approved the proposal to amend the Charter to remove the restriction of
Company to undertake an initial Business Combination with any entity with its principal business operations or is headquartered in China
(including Hong Kong and Macau).
Pursuant
to the Second Amended Charter, the Company may extend the Business Combination deadline on monthly basis from July 14, 2023 to up to
nine times by depositing $75,000 each month into the Trust Account to extend the Business Combination deadline to April 14, 2024.
On
April 9, 2024, the Company held a special meeting of stockholders (the “Special Meeting III”), at which the stockholders
of the Company approved, among other things, the proposal to amend the then-effective Company Charter to allow the Company until April
14, 2024 to consummate the Business Combination, and, without another stockholder vote, to elect to extend the deadline to complete a
Business Combination (the “Combination Deadline”) 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 into the 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 (the Charter
upon the amendment, the “Third Amended Charter”). In connection with the Special Meeting III, 1,439,666 shares of Class A
common stock of the Company were redeemed and cancelled.
Pursuant to the Third Amended Charter, the Company
may extend the Combination Deadline on a monthly basis from April 14, 2024 for up to nine times, up to January 14, 2025, by depositing
$50,000 each month into the Trust Account. Following the Special Meeting III, the Sponsor deposited four monthly payments, and Foxx (as
defined below) deposited one monthly payment, into the Trust Account to extend the Combination Deadline to September 14, 2024. The five
monthly payments were evidenced by four promissory notes issued by the Company to the Sponsor and one promissory note issued by the Company
to Foxx, each in the principal amount of $50,000. As of June 30, the Sponsor deposited three monthly payments into the Trust Account
to extend the Business Combination deadline to July 14, 2024 of $50,000 for a total of $150,000.
On
February 18, 2024, the Company entered into a business combination agreement (as amended from time to time, the “BCA”), by
and among the Company, Purchaser, Merger Sub and Foxx Development Inc., a Texas corporation (“Foxx”), where, pursuant
to the agreement: (a) the Company 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”).
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.
Total
outstanding notes related to extension amounted to $1,735,923 as of June 30, 2024.
The
shares of Class A common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the
completion of the IPO, in accordance with the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will consummate a
Business Combination and, solely if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination
and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business
Combination. The Company may elect to extend Business Combination deadline on a monthly basis for up to nine (9) times, up to January
14, 2025, by depositing $50,000 into the Trust Account each time (the “Combination Period”).
If
the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s
taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
There
will be no redemption rights or liquidating distributions with respect to the Company’s Warrants, which will expire worthless if
the Company fails to complete the Business Combination within the Combination Period. The Sponsor, directors and officers of the Company
(the “founders”) have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive
their redemption rights with respect to any Founder Shares (as defined in Note 6) and any Public Shares held by them in connection
with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares
and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate
of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with
the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its initial
Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights
or pre-initial Business Combination activity and (iii) to waive their rights to liquidating distributions from the Trust Account
with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination
Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold
if the Company fails to complete the initial Business Combination within the Combination Period. If the Company submits it initial Business
Combination to its stockholders for a vote, the Company will complete its initial Business Combination only if a majority of the outstanding
shares of common stock voted are voted in favor of the initial Business Combination. In no event will the Company redeem its Public Shares
in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the
redemption of Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.
The
Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products
sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) such lesser amount per Public
Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets,
in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third
party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s
indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act (as defined in Note 2).
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor
will not be responsible to the extent of any liability for such third party claims.
However,
the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether
the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor’s only assets are securities
of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. None of the officers
or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.
Liquidity
and Going Concern
As
of June 30, 2024, the Company had cash of $4,665 and a working capital deficit of $3,346,481 (excluding income taxes payable which are
to be paid from Trust). The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly
traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with
the Company’s assessment of going concern considerations in accordance with the FASB Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined
that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The management’s
plan in addressing this uncertainty is through the working capital loans (see Note 6).
In addition, under the Company’s
Second Amended Charter provides that the Company will need to complete initial Business Combination by July 14, 2023, which may be
extended up to nine (9) times by an additional one month each time until April 14, 2024. On April 9, 2024, the Company
held a special meeting of stockholders, at which 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 and April
10, 2024, by and between the Company and Wilmington Trust, National Association, acting as trustee, to extend the liquidation
date from July 14, 2023 to April 14, 2024, and further extended by up to nine (9) one-month extensions, up to
January 14, 2025. As of the date of the report, the Company has extended to September 14, 2024 by depositing five extension payments.
If the Company is unable to complete a Business Combination within the Combination Period, the Company may seek approval from its
stockholders holding no less than 65% or more of the votes to approve to extend the completion period. If the Company fails to
obtain approval from the stockholders for such extension or the Company does not seek such extension, the Company will cease all
operations.
There
is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period
and that the Company will obtain enough votes to extend the Combination Period. As a result, management has determined that such additional
condition also raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statement
does not include any adjustments that might result from the outcome of this uncertainty.
Note
2 — Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted
in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and include all
normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position
and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the
full year.
Emerging
Growth Company Status
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as
amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in
its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Exchange Act of 1934, as amended (the “Exchange Act”)) are
required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out
of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election
to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard
is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the
Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company
which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use
of Estimates
The
preparation of unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those
estimates.
Cash
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had $4,665 and $54,289 cash in bank as of June 30, 2024 and December 31, 2023, respectively.
Investments
held in Trust Account
At June
30, 2024 and December 31, 2023, we had $21,214,423 and $36,672,846 of the assets held in the Trust Account were held in money market
funds, which are invested in short term U.S. Treasury securities.
All
of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on
the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair
value of investments held in Trust Account are accounted as interest income in the statement of operations.
Fair
Value of Financial Instruments
ASC
Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and
the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation
techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820
establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability.
These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in
pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the
Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on
the best information available in the circumstances.
The
fair value hierarchy is categorized into three levels based on the inputs as follows:
|
● |
Level
1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability
to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are
readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. |
|
● |
Level
2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets
that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv)
inputs that are derived principally from or corroborated by market through correlation or other means. |
|
● |
Level
3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to
their short-term nature.
Warrants
The
Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)
and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants
meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s
own shares of Class A common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance
outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of
professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants
are outstanding.
For
issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component
of equity at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants
are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations.
Common
Stock Subject to Possible Redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are
measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights
that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the
Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’
equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s
control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2024, common stock subject to
possible redemption are presented at redemption value of $11.58 per share as temporary equity, outside of the shareholders’
equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases
or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or
accumulated deficit if additional paid in capital equals to zero.
Offering
Costs
The
Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials”
(“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs
were $4,838,883 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and
charged to stockholders’ equity upon the completion of the IPO.
Net
Income (Loss) Per Share
The
Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income
(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss)
allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using
the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted
average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption
value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. As of June 30,
2024 and December 31, 2023, the Company has not considered the effect of the Warrants sold in the IPO and private placement in the calculation
of diluted net income (loss) per share, since the exercise of the Warrants is contingent upon the occurrence of future events and the
inclusion of such Warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that
could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income
(loss) per share is the same as basic income (loss) per share for the periods presented.
The
net income (loss) per share presented in the statement of operations is based on the following:
| |
For the Three Months
Ended | | |
For the Three Months
Ended | |
| |
June 30, | | |
June 30, | |
| |
2024 | | |
2023 | |
Net income (loss) | |
$ | (245,297 | ) | |
$ | 90,945 | |
Accretion of carrying value to redemption value | |
| (408,207 | ) | |
| (1,046,811 | ) |
Net loss including accretion of carrying value to redemption value | |
$ | (653,504 | ) | |
$ | (955,866 | ) |
| |
For the Three Months Ended | | |
For Three Months Ended | |
| |
June 30, 2024 | | |
June 30, 2023 | |
| |
| | |
Non- | | |
| | |
Non- | |
| |
Redeemable | | |
Redeemable | | |
Redeemable | | |
Redeemable | |
| |
Common | | |
Common | | |
Common | | |
Common | |
| |
Stock | | |
Stock | | |
Stock | | |
Stock | |
Basic and diluted net income/(loss) per share: | |
| | |
| | |
| | |
| |
Numerators: | |
| | |
| | |
| | |
| |
Allocation of net loss including carrying value to redemption value | |
$ | (345,802 | ) | |
$ | (307,702 | ) | |
$ | (600,503 | ) | |
$ | (355,363 | ) |
Accretion of carrying value to redemption value | |
| 408,207 | | |
| — | | |
| 1,046,811 | | |
| — | |
Allocation of net income (loss) | |
$ | 62,405 | | |
$ | (307,702 | ) | |
$ | 446,308 | | |
$ | (355,363 | ) |
Denominators: | |
| | | |
| | | |
| | | |
| | |
Weighted-average shares outstanding | |
| 2,423,243 | | |
| 2,156,250 | | |
| 3,643,694 | | |
| 2,156,250 | |
Basic and diluted net income (loss) per share | |
$ | 0.03 | | |
$ | (0.14 | ) | |
$ | 0.12 | | |
$ | (0.16 | ) |
| |
For the Six Months
Ended | | |
For the Six Months
Ended | |
| |
June 30, | | |
June 30, | |
| |
2024 | | |
2023 | |
Net income (loss) | |
$ | (142,648 | ) | |
$ | 454,603 | |
Accretion of carrying value to redemption value | |
| (996,371 | ) | |
| (1,834,561 | ) |
Net loss including accretion of carrying value to redemption value | |
$ | (1,139,019 | ) | |
$ | (1,379,958 | ) |
| |
For the Six Months Ended | | |
For Six Months Ended | |
| |
June 30, 2024 | | |
June 30, 2023 | |
| |
| | |
Non- | | |
| | |
Non- | |
| |
Redeemable | | |
Redeemable | | |
Redeemable | | |
Redeemable | |
| |
Common | | |
Common | | |
Common | | |
Common | |
| |
Stock | | |
Stock | | |
Stock | | |
Stock | |
Basic and diluted net income/(loss) per share: | |
| | |
| | |
| | |
| |
Numerators: | |
| | |
| | |
| | |
| |
Allocation of net loss including carrying value to redemption value | |
$ | (647,814 | ) | |
$ | (491,205 | ) | |
$ | (967,338 | ) | |
$ | (412,620 | ) |
Accretion of carrying value to redemption value | |
| 996,371 | | |
| — | | |
| 1,834,561 | | |
| — | |
Allocation of net income (loss) | |
$ | 348,557 | | |
$ | (491,205 | ) | |
$ | 867,223 | | |
$ | (412,620 | ) |
Denominators: | |
| | | |
| | | |
| | | |
| | |
Weighted-average shares outstanding | |
| 2,843,717 | | |
| 2,156,250 | | |
| 5,055,064 | | |
| 2,156,250 | |
Basic and diluted net income (loss) per share | |
$ | 0.12 | | |
$ | (0.23 | ) | |
$ | 0.17 | | |
$ | (0.19 | ) |
Concentration
of Credit Risk
Financial instruments that potentially subject
the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses
on this account and management believes the Company is not exposed to significant risks on such account. As of June 30, 2024, approximately
$21.0 million was over the Federal Deposit Insurance Corporation (FDIC) limit.
Income
Taxes
The
Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition
of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets
and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not
be realized.
ASC 740
also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition.
The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefit and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not
aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The
Company has identified the United States as its only major tax jurisdiction.
The
Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential
examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance
with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will
materially change over the next twelve months.
While ASC 740 identifies usage of an effective
annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are
significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the
timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken
a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity
is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable
estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item
is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual
elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable
income (loss) and associated income tax provision based on actual results through June 30, 2024.
Excise
Tax
On
August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRA”), which, among
other things, imposes a 1% excise tax on any domestic corporation that repurchases its stock after December 31, 2022 (the “Excise
Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions.
The
excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the
excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of
calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against
the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The
U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry
out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in
connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the
Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number
of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension
or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances
in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same
taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because
the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax
have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and
in the Company’s ability to complete a Business Combination.
As a result of the 5,369,950 shares of Class
A common stock redeemed in February 2023 and July 2023, the Company accrued the 1% excise tax in the amount of $556,620 as a reduction
of equity. There have been no additional shares issued in 2023 to offset the liability. The Company also accrued 1% excise tax on May
2024 redemption in the amount of $161,818 for 1,439,666 shares of Class A common stock redeemed which may use to offset any additional
shares issued during its initial Business Combination within the same 2024 taxable year.
During
the second quarter, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations,
the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December
31, 2023 on or before October 31, 2024.
The Company is currently evaluating its options with
respect to payment of this obligation. If the Company is unable to pay its obligation in full. It will be subject to additional interest
and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up
to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.
Recent
Accounting Pronouncements
In
December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”
(“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories
in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between
domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also
requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements
that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but
retrospective application is permitted. The Company evaluated the potential impact of adopting this new guidance on its unaudited consolidated
financial statements and related disclosures and believe that the adoption of this ASU did not have a material effect on the Company’s
financial statements.
Note
3 — Investments Held in Trust Account
As
of June 30, 2024 and December 31, 2023, assets held in the Trust Account were comprised of $21,214,423 and $36,672,846 in money
market funds which are invested in U.S. Treasury Securities. Interest income for the three months ended June 30, 2024 and 2023 amounted
to $354,967 and $456,417, respectively. Interest income for the six months ended June 30, 2024 and 2023 amounted to $830,809
and $1,163,097, respectively.
The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description | |
Level | |
June 30, 2024 | |
Assets: | |
| |
| |
Trust Account – U.S. Treasury Securities Money Market Fund | |
1 | |
$ | 21,214,423 | |
Description | |
Level | |
December 31, 2023 | |
Assets: | |
| |
| |
Trust Account – U.S. Treasury Securities Money Market Fund | |
1 | |
$ | 36,672,846 | |
Note 4 — Initial
Public Offering
Pursuant
to the IPO, the Company sold 8,625,000 Units including 1,125,000 Units issued upon the full exercise of the over-allotment option.
Each Unit has an offering price of $10.00 and consists of one share of the Company’s Class A Common Stock and one-half of
one redeemable Public Warrants. The Company will not issue fractional shares. As a result, the Public Warrants must be exercised in multiples
of two. Each whole redeemable Public Warrant entitles the holder thereof to purchase one share Class A Common Stock at a price of
$11.50 per full share. The Public Warrants will become exercisable on the later of 30 days after the completion of the Company’s
initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the
Company’s initial Business Combination or earlier upon redemption or liquidation.
All
of the 8,625,000 Public Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption
of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with
certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s
liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable
equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require
common stock subject to redemption to be classified outside of permanent equity.
The
Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has
been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either
accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the
instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption
value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting
period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend
(i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).
As
of June 30, 2024 and December 31, 2023, the common stock reflected on the balance sheet are reconciled in the following table.
| |
As of June 30, | | |
As of December 31, | |
| |
2024 | | |
2023 | |
Gross proceeds | |
$ | 86,250,000 | | |
$ | 86,250,000 | |
Less: | |
| | | |
| | |
Proceeds allocated to Public Warrants | |
| (1,349,813 | ) | |
| (1,349,813 | ) |
Offering costs of Public Shares | |
| (4,838,883 | ) | |
| (4,838,883 | ) |
Redemption | |
| (71,843,865 | ) | |
| (55,662,019 | ) |
Plus: | |
| | | |
| | |
Accretion of carrying value to redemption value | |
| 12,795,948 | | |
| 11,799,577 | |
Common stock subject to possible redemption | |
$ | 21,013,387 | | |
$ | 36,198,862 | |
Note 5 — Private
Placement
Substantially
concurrently with the closing of the IPO on June 14, 2022, the Company completed the sale of 5,240,000 Private Warrants to the Sponsor
at a purchase price of $1.00 per Private Warrant, generating gross proceeds to the Company of $5,240,000. Private Warrants are identical
to the Public Warrants included in the Units sold in this IPO except that the Private Warrants (including the Class A common stock issuable
upon exercise of the Private Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial
Business Combination except to permitted transferees.
Note 6 — Related
Party Transactions
Founder
Shares
On
February 4, 2022, the Sponsor acquired 2,156,250 Class B common stock (“Founder Shares”) of for an aggregate purchase
price of $25,000, or approximately $0.01 per share. As of June 30, 2024 and December 31, 2023, there were 2,156,250 Founder Shares issued
and outstanding.
The
number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the number of
Class A common stock and Class B common stock issued and outstanding upon completion of the IPO.
The
Founder Shares are identical to the Public Shares. However, the founders have agreed (A) to vote their Founder Shares in favor of
any proposed Business Combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial Business Combination,
an amendment to the Company’s certificate of incorporation that would affect the substance or timing of the Company’s redemption
obligation to redeem all Public Shares if the Company cannot complete an initial Business Combination within the Combination Period,
unless the Company provides public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment,
(C) not to redeem any shares, including Founder Shares and Public Shares into the right to receive cash from the Trust Account in
connection with a stockholder vote to approve the Company’s proposed initial Business Combination or sell any shares to us in any
tender offer in connection with the Company’s proposed initial Business Combination, and (D) that the Founder Shares shall
not participate in any liquidating distribution upon winding up if a Business Combination is not consummated.
The
founder has agreed not to transfer, assign or sell its Founder Shares until the earlier to occur of: (A) six months after the
completion of the Company’s initial Business Combination, or (B) the date on which the Company completes a liquidation, merger,
stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their shares
of common stock for cash, securities or other property, and (C) the date on which the last reported sale price of the Company’s
Class A 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 initial Business Combination, any permitted transferees
will be subject to the same restrictions and other agreements of the Company’s founders with respect to any Founder Shares.
Promissory
Note — Related Party
On
January 20, 2022, the Sponsor has agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. This
loan is non-interest bearing, unsecured and is due at the earlier of (1) January 20, 2023 or (2) the date on which the
Company consummates its IPO of its securities. The Company has an outstanding loan balance of $316,827 on June 14, 2022 after the IPO
and the outstanding balance was repaid on June 21, 2022.
In connection with the Monthly Extension Payment
discussed in Note 1, the Company issued four unsecured promissory notes of $227,730.87, nine unsecured promissory notes of $75,000, and
three unsecured promissory notes of $50,000 to its Sponsor. The notes are 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 Warrants, as described in the Prospectus, 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. Total extension notes amounted
to $1,735,923 and $1,360,924 as of June 30, 2024 and December 31, 2023, respectively.
On December 5, 2023, the Sponsor has agreed to
loan the Company up to $500,000 to be used as working capital of the Company. On June 11, 2024, the Sponsor has agreed to loan the Company
up to $500,000 to be used as working capital of the Company. These loans are non-interest bearing, unsecured and are due at the earlier
of (1) the date on which the Company consummates a Business Combination or merger with a qualified target company or (2) the date of liquidation
of the Company and have the same conversion features as the extension notes mentioned above. The Company has an outstanding loan balance
of $767,404 and $70,823 as of June 30, 2024 and December 31, 2023, respectively.
Balance
of Promissory Notes – related party amounted to $2,503,327 and $1,431,747 on June 30, 2024 and December 31, 2023, respectively.
Related
Party Loans
In
addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, or an affiliate
of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may
be required. If the Company completes the initial Business Combination, it would repay such loaned amounts. In the event that the initial
Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such
loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $3,000,000 of such loans may be converted
upon consummation of the Company’s Business Combination into Warrants at a price of $1.00 per warrant. If the Company does not
complete a Business Combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.
Such Private Warrant converted from loan would be identical to the Private Warrants sold in the private placement.
As
of June 30, 2024 and December 31, 2023, the Company had no borrowings under the working capital loans.
Administrative
Services Fees
The
Company has agreed, commencing on the effective date of the Prospectus, to pay the Sponsor the monthly fee of an aggregate of $10,000
for office space, administrative and shared personnel support services. This arrangement will terminate upon the earlier of (a) completion
of a Business Combination or (b) twelve months after the completion of the IPO. Administrative service fee expenses for the
three months ended June 30, 2024 and 2023 amounted to nil and $23,000, respectively. Administrative service fee expenses for the six
months ended June 30, 2024 and 2023 amounted to nil and $53,000, respectively. Accrued services fees amounted to nil and $3,000 as of
June 30, 2024 and December 31, 2023, respectively.
Note 7 — Commitments &
Contingencies
Registration
Rights
The
holders of the Founder Shares and Private Warrants and Warrants issuable upon the conversion of certain working capital loans will be
entitled to registration rights pursuant to a registration rights agreement signed on June 9, 2022 requiring the Company to register
such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that
the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to the completion of the Company’s initial Business Combination and rights to require
the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
underwriters of the IPO (the “underwriters”) exercised the option to purchase an additional 1,125,000 Units in the IPO.
The
Company paid an underwriting discount of 2.0% of the gross proceeds of the IPO, or $1,725,000 to the underwriters at the closing of the
IPO. In addition, the underwriters will be entitled to a deferred fee of 3.0% of the gross proceeds of the IPO, or $2,587,500 until the
closing of the Business Combination.
On
February 23, 2024, the Company” entered into certain Amendment (the “UA Amendment”) to the Underwriting Agreement,
dated June 9, 2022 with the underwriters. Pursuant to the terms of the UA Amendment, the underwriters and the Company have agreed to
amend the Underwriting Agreement to replace the existing deferred underwriting fee under the Underwriting Agreement from $2,587,500 payable
in cash at the closing of a Business Combination, to (x) $1,725,000 payable in cash and (y) 43,125 shares of common stock of PubCo. to
be issued, at the closing of the Business Combination. Deferred underwriting fee was reduced by $431,250. As of June 30, 2024 and December
31, 2023, deferred underwriting fee was $2,156,250 and $2,587,500, respectively.
Right
of First Refusal
For
a period of twelve (12) months from the closing of a Business Combination the Company shall give underwriter a right of first refusal
to act as lead left bookrunner and lead left manager and/or lead left placement agent with at least seventy-five percent (75%) of the
economics for a two-handed deal and thirty-five percent (35%) of the economics for a three-handed deal for any and all future public
and private equity and debt offerings during such period by the Company or any successor to or any subsidiary of the Company. It is understood
that if, during the twelve (12) month period following the consummation of a successful financing, a third party broker-dealer provides
the Company with written terms with respect to a future securities offering (“Written Offering Terms”) that the Company desires
to accept, the Company shall promptly present the Written Offering Terms to EF Hutton, division of Benchmark Investments LLC (“EF
Hutton”), the representative of the underwriters of the IPO. EF Hutton shall have five (5) business days from its receipt
of the Written Offering Terms in which to determine whether or not to accept such offer and, if EF Hutton declines such offer or fail
to respond within such five (5) day period, then the Company shall have the right to proceed with such financing with another placement
agent or underwriter upon the same terms and conditions as the Written Offering Terms.
Note 8 — Stockholders’
Deficit
Preferred
Stock — The Company is authorized to issue 500,000 shares of preferred stock, $0.0001 par value, with such designations,
voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June
30, 2024 and December 31, 2023, there were no preferred stock issued or outstanding.
Class
A Common Stock — The Company is authorized to issue 20,000,000 shares of Class A common stock with a par value
of $0.0001 per share. As of June 30, 2024 and December 31, 2023, there were no shares of Class A common stock issued or outstanding,
excluding 1,815,384 and 3,255,050 shares of Class A common stock subject to possible redemption, respectively.
Class B
Common Stock — The Company is authorized to issue 2,500,000 shares of Class B common stock with a par value
of $0.0001 per share. As of June 30, 2024 and December 31, 2023, the Company had 2,156,250 shares of Class B common stock issued
and outstanding.
Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class
A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of
the Company’s stockholders, except as required by law.
The
Class B common stock will automatically convert into shares of the Class A common stock at the time of the Business Combination,
or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution
right.
Warrants — On
June 14, 2022, the Company issued 4,312,500 Public Warrants in connection with the IPO. Substantially concurrently with the closing of
the IPO, the Company completed the private sale of 5,240,000 Private Warrants to the Company’s Sponsor.
Each
whole Warrant entitles the registered holder to purchase one whole share of the Company’s Class A common stock at a price of $11.50
per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO
or the date of the completion of the Business Combination. Pursuant to the warrant agreement (the “warrant agreement”) signed
on June 9, 2022 between the Company and VStock Transfer, LLC, the warrant agent of the Company, a warrant holder may exercise its Warrants
only for a whole number of shares of Class A common stock. This means that only a whole Warrant may be exercised at any given time by
a warrant holder. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants
will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.
The
Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the Business Combination,
it will use its reasonable best efforts to file, and within 60 business days following the Business Combination to have declared
effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon
exercise of the Warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement.
No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A
common stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of common stock. Notwithstanding
the above, if the Company’s Class A common stock is at the time of any exercise of a Warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities
Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or
maintain in effect a registration statement, but it will be required to use its reasonable best efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available.
In
addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes
in connection with the closing of the Business Combination at an issue price or effective issue price (the “Newly Issued Price”)
of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board
of directors and, in the case of any such issuance to the Company’s founders or their affiliates, without taking into account any
founders’ shares held by the Company’s founders or such affiliates, as applicable, prior to such issuance), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for
the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the
volume weighted average reported trading price of Class A Common Stock for the twenty (20) trading days starting on the trading day prior
to the date of the consummation of the Business Combination (the “Fair Market Value”) is below $9.20 per share, the
exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Fair Market Value and
the Newly Issued Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent)
to be equal to 165% of the higher of the Fair Market Value and the Newly Issued Price.
The
Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant:
|
● |
in
whole and not in part; |
| ● | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and |
| ● | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
The
Company accounted for the 4,312,500 Public Warrants issued with the IPO as equity instruments in accordance with ASC 480, “Distinguishing
Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”. The
Company accounted for the Public Warrants as an expense of the IPO resulting in a charge directly to stockholders’ equity. The
Company estimates that the fair value of the warrants is approximately $1.4 million, or $0.157 per Unit, using the Monte
Carlo Model. The fair value of the Public Warrants is estimated as of the date of grant using the following assumptions: (1) expected
volatility of 0.1%, (2) risk-free interest rate of 3.08%, (3) expected life of 6.18 years, (4) exercise price of $11.50 and
(5) stock price of $9.84.
As
of June 30, 2024 and December 31, 2023, 9,552,500 Warrants were outstanding.
Note
9 — Income Taxes
As of June 30, 2024 and December 31, 2023, the
Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate for the three months ended
June 30, 2024 and 2023 were (42.1)% and 50.5%, respectively. The effective tax rate for the six months ended June 30, 2024
and 2023 were 637.4% and 34.5%, respectively. The effective tax rate differs from the federal and state statutory tax rate
of 21.0 % primarily due to the valuation allowance on the deferred tax assets and nondeductible transaction costs.
Note 10 — Subsequent
Events
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statement
is issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement
other than events below.
On July 11, 2024, an aggregate of $50,000 (the
“July Monthly Extension Payment”) was deposited into the trust account of the Company for the public shareholders, which
enabled the Company to extend the period of time it has to consummate its initial business combination by one month from July 14, 2024
to August 14, 2024. The Extension is the fourth of the nine one-month extensions permitted under the Company’s governing documents.
In connection with the July Monthly Extension
Payment, the Company issued an unsecured promissory note of $50,000 to its Sponsor.
On August 12, 2024, an aggregate of $50,000 (the
“August Monthly Extension Payment”) was deposited into the trust account of the Company for the public shareholders, which
enabled the Company to extend the period of time it has to consummate its initial business combination by one month from August 14, 2024
to September 14, 2024. The Extension is the fifth of the nine one-month extensions permitted under the Company’s governing documents.
In connection with the August
Monthly Extension Payment, the Company issued an unsecured promissory note of $50,000 to Foxx (the “Foxx Note”). The Foxx
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 Foxx Note is not convertible into any securities of the Company.
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References
in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Acri
Capital Acquisition Corporation. References to our “management” or our “management team” refer to our officers
and directors, references to the “sponsor” refer to Acri Capital Sponsor LLC. The following discussion and analysis of the
Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes
thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results, expectations
and plans discussed in these forward-looking statements. See “Cautionary Note Concerning Forward-Looking Statements.”
Special
Note Regarding Forward-Looking Statements
This
Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially
from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including,
without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations,
are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and variations
thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate
to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number
of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed
in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially
from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Prospectus. The Company’s
securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable
securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result
of new information, future events or otherwise.
Overview
We
are a blank check company incorporated as a Delaware corporation on January 7, 2022, 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 (a “Business
Combination”). We are actively searching and identifying suitable Business Combination target. We intend to effectuate our Business
Combination using cash derived from the proceeds of our initial public offering (the “IPO”) and the sale of warrants (the
“Private Placement Warrants”) in a private placement (the “Private Placement”) to the Company’s sponsor
Acri Capital Sponsor LLC (the “Sponsor”), potential additional shares, debt or a combination of cash, shares and debt.
We
expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete
a Business Combination will be successful.
On
June 14, 2022, the Company consummated the IPO of 8,625,000 units (the “Units”) (including 1,125,000 Units issued upon the
full exercise of the over-allotment option). Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the
“Public Shares”), and one-half of one redeemable warrant, each whole Warrant entitling the holder thereof to purchase one
share of Class A common stock (the “Class A common stock”) at an exercise price of $11.50 per share. The Units were sold
at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000 on June 14, 2022.
Business
Combination with Foxx
On
February 18, 2024, we entered into a business combination agreement (as amended from time to time, the “Business Combination Agreement”),
by and among us, Acri Capital Merger Sub I Inc., a Delaware corporation and our wholly-owned subsidiary (“Purchaser”, or
“PubCo” upon and following the Business Combination), Acri Capital Merger Sub II Inc., a Delaware corporation and wholly-owned
subsidiary of Purchaser (“Merger Sub”, together with us and the Purchaser, the “Purchaser Parties”), and Foxx
Development Inc., a Texas corporation (“Foxx”), pursuant to which (i) Parent will merger with and into Purchaser (the “Reincorporation
Merger”), and (ii) Foxx will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Purchaser
(the “Acquisition Merger”). The Reincorporation Merger, the Acquisition Merger, and other transactions contemplated under
the Business Combination Agreement, are collectively referred to as the “Foxx Business Combination”. Following consummation
of the Foxx Business Combination (the “Closing”), Purchaser will become a publicly traded company.
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.
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. ACAC started mailing of a definitive proxy statement and other relevant documents to
its stockholders on August 1, 2024, and the record date established for voting on the proposed transaction was on July 19. 2024. The special
meeting of the stockholders of ACAC is scheduled to be held on August 27, 2024. ACAC stockholders are urged to read the definitive proxy
statement/prospectus included in the Registration Statement on Form F-4 (File No. 333- 280613) that was filed publicly by the Purchaser
and declared effective by the SEC on July 29, 2024. ACAC stockholders will also be able to obtain a free copy of the definitive proxy
statement/prospectus, as well as other filings containing information about ACAC, without charge, at the SEC’s website (www.sec.gov).
Special
Meeting III and Extension Notes
On
April 9, 2024, the Company held a special meeting of stockholders (the “Special Meeting III”), at which the stockholders
of the Company approved, among other things, the proposal to amend the then-effective Company Charter to allow the Company until April
14, 2024 to consummate the Business Combination, and, without another stockholder vote, to elect to extend the deadline to complete a
Business Combination (the “Combination Deadline”) 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 into the 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 (the Charter
upon the amendment, the “Third Amended Charter”). In connection with the Special Meeting III, 1,439,666 shares of Class A
common stock of the Company were redeemed and cancelled.
Pursuant
to the Third Amended Charter, the Company may extend the Combination Deadline on a monthly basis from April 14, 2024 for up to nine times,
up to January 14, 2025, by depositing $50,000 each month into the Trust Account. Following the Special Meeting III, the Sponsor deposited
four monthly payments, and Foxx deposited one monthly payment into the Trust Account to extend the Combination Deadline to September
14, 2024. The five monthly payments were evidenced by four promissory notes issued by the Company to the Sponsor and one promissory note
issued by the Company to Foxx, each in the principal amount of $50,000.
Working
Capital Note
The
Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be
required. Any such loans would be on an interest-free basis and would be repaid only from funds held outside the trust account or from
funds released to us upon completion of the Business Combination. We may issue such working capital notes to the Sponsor, officers, directors,
of their affiliates, evidencing the terms of such loans.
On December 5, 2023 and June
11, 2024, respectively, the Company issued an unsecured promissory note of $500,000 (collectively, the “Working Capital Notes”)
to the Sponsor. The proceeds of the Working Capital Notes, which may be drawn down from time
to time until the Company consummates its initial business combination, and will be used as general working capital purposes.
The
Working Capital Notes are 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 Working Capital Notes has the right, but not the obligation, to
convert the Working Capital Notes, in whole or in part, respectively, into private placement 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 Working
Capital Notes 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 Working Capital Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard
On July 23, 2024, the
Company received a letter (the “ Letter ”) from the Listing Qualifications Department of The Nasdaq
Stock Market LLC (“ Nasdaq ”) that, for the last 30 consecutive business days, the Market Value of Listed
Securities (“MVLS”) for the Company was below the $35 million minimum MVLS requirement for continued listing on the Nasdaq
Capital Market (the “Capital Market”) under Nasdaq Listing Rule 5550(b)(2) (the “ MVLS Rule ”).
The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the
Company’s securities.
In accordance with Nasdaq
Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until January 20, 2025 (the “Compliance Period”),
to regain compliance with the MVLS Rule. To regain compliance with the MVLS Rule, the MVLS for the Company must be at least $35 million
for a minimum of 10 consecutive business days at any time during this Compliance Period. If the Company regains compliance with the MVLS
Rule, Nasdaq will provide the Company with written confirmation and will close the matter.
If the Company does not
regain compliance with the MVLS Rule by the Compliance Date, Nasdaq will provide written notification that its securities will be subject
to delisting. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal Nasdaq’s determination.
The Company is monitoring
its MVLS and is evaluating options to regain compliance with the MVLS Rule. However, there can be no assurance that the Company will be
able to regain or maintain compliance with Nasdaq listing standards.
Results
of Operations
We
have neither engaged in any operations nor generated any operating revenues to date except the preparation and completion of the IPO
and the search for a target candidate following the consummation of the IPO. Our only activities from inception through June 30, 2024
were organizational activities and those necessary to prepare for the IPO and search for a target candidate. We do not expect to generate
any operating revenues until after the completion of the Business Combination. We expect to generate non-operating income in the form
of interest income on marketable securities held after the IPO. We expect that we will incur increased expenses as a result of being
a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection
with searching for, and completing, the Business Combination.
For
the three months ended June 30, 2024 and 2023, we had net loss of $245,297 and net income of $90,945, respectively, mainly from income
on our investment less our formation and operating costs and tax expenses. For the six months ended June 30, 2024 and 2023, we had net
loss of $142,648 and net income of $454,603, respectively, mainly from income on our investment less our formation and operating costs
and tax expenses.
Liquidity
and Capital Resources
The
Company’s liquidity needs up to June 30, 2024 had been satisfied through initial payment from the Sponsor of $25,000, proceeds
from the Private Placement of $5,240,000, and loan from sponsor of $2,503,327.
On
June 14, 2022, we consummated the IPO of 8,625,000 Public Units at a price of $10.00 per unit (including 1,125,000 units issued upon
the fully exercise of the over-allotment option), generating gross proceeds of $86,250,000. Simultaneously with the closing of the IPO
and exercise of the over-allotment option in full by the underwriters, we consummated the sale of 5,240,000 warrants as Private Warrants,
at a price of $1.00 per warrant, with each warrant entitling the registered holder to purchase one share of the Company’s Class
A common stock at a price of $11.50 per share, generating gross proceeds of $5,240,000. Following the closings of the IPO and the sales
of the Private Warrants on June 14, 2022, a total of $87,975,000 (or $10.20 per share) was placed in the Trust Account.
As
of June 30, 2024, the Company had cash of $4,665 and a working capital deficit of $3,346,481 (excluding taxes payable which will be paid
out from Trust).
On
February 8, 2023, in connection with the Special Meeting I, 4,981,306 shares of Class A common stock of the Company were rendered for
redemption at $10.33 per share. On July 11, 2023, in connection with the Special Meeting II, 388,644 shares of Class A common stock
of the Company were redeemed and cancelled at $10.82 per share. On May 9, 2024, in connection with the New
Extension Amendment Proposal, 1,439,666 shares of Class A common stock of the Company were redeemed and cancelled at $11.24 per
share, resulting in approximately $21.2 million remaining in the Trust Account as of June 30, 2024.
We
intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust
Account, excluding deferred underwriting commissions, to complete the Business Combination. We may withdraw interest from the Trust Account
to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete the Business
Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target
business or businesses, make other acquisitions and pursue our growth strategies.
We
intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence
on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their
representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate
and complete the Business Combination.
In
order to fund working capital deficiencies or finance transaction costs in connection with the Business Combination, the Sponsor or an
affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If
the Company completes the Business Combination, it would repay such loaned amounts. In the event that the Business Combination does not
close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the
Trust Account would be used for such repayment. Up to $3,000,000 of such loans may be convertible into warrant, at a price of $1.00 per
warrant at the option of the lender.
We
do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However,
if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Business Combination
are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to the Business
Combination. Moreover, we may need to obtain additional financing either to complete the Business Combination or because we become obligated
to redeem a significant number of our Public Shares upon completion of the Business Combination, in which case we may issue additional
securities or incur debt in connection with such Business Combination.
Pursuant to the Third
Amended Charter, the Company may extend the Combination Deadline on a monthly basis from April 14, 2024 for up to nine times, up to
January 14, 2025, by depositing $50,000 each month into the Trust Account. As of the date of this report, between July 12, 2023 and
March 12, 2024, an aggregate of $675,000 of extension payments, or nine monthly extension payments of $75,000, were deposited into
the Trust Account, which enabled the Company to extend the period of time it has to consummate the Business Combination on a monthly
basis from July 14, 2023 to April 14, 2024. Following the Special Meeting III, the Sponsor deposited four monthly payments, and Foxx
deposited one monthly payment, into the Trust Account, to extend the Combination Deadline to September 14, 2024. The five monthly
payments were evidenced by four promissory notes issued by the Company to the Sponsor and one promissory note issued by the Company
to Foxx (the “Foxx Note”), each in the principal amount of $50,000.
In
connection with each monthly extension payments, the Company issued unsecured promissory notes (each an “Extension Note”)
to the Sponsor.
Each
of the Extension Notes is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation
of the 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 Extension Notes has the right, but not the obligation, to convert each Extension Note,
in whole or in part, respectively, into Private Warrants of the Company, as described in the Prospectus, by providing the Company with
written notice of its intention to convert the Extension Notes at least two business days prior to the closing of the Business Combination.
The number of Private 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 Foxx 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 Foxx Note is not convertible into any securities of the Company.
If
we are unable to complete the Business Combination by the Combination Deadline, we may seek approval from our stockholders holding no
less than 65% or more of the votes to approve to extend the Combination Deadline, and if we fail to obtain approval from our stockholders
for such extension or we do not seek such extension, the Company will cease all operations.
As
a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to
continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance
Sheet Financing Arrangements
We
have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of June 30, 2024. We do not participate
in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest
entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into
any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,
or purchased any non-financial assets.
Contractual
Obligations
As
of June 30, 2024 and December 31, 2023, we do not have any long-term debt, capital lease obligations, operating lease obligations or
long-term liabilities.
The
holders of the Founder Shares, the Private Warrants, and any warrants that may be issued upon conversion of working capital loans (and
any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement entered into in connection
with the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to our completion of the Business Combination. We will bear the expenses incurred in connection with the filing of any
such registration statements.
Critical
Accounting Policies and Estimates
In
preparing the financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from
these estimates. We have identified the following critical accounting policies and estimates:
Investments
held in Trust Account
At June
30, 2024 and December 31, 2023, $21,214,423 and $36,672,846 of the assets held in the Trust Account, respectively, were held in money
market funds, which are invested in short term U.S. Treasury securities.
The
Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320 “Investments — Debt and Equity
Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity.
Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization
or accretion of premiums or discounts.
Offering
Costs
The
Company complies with the requirements of ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials”
(“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consisting
principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to shareholders’
equity upon the completion of the IPO.
Warrants
We
account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific
terms and applicable authoritative guidance in ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and
ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments
pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements
for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether
the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,
among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the
time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants
are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. We determined
that upon further review of the proposed form of warrant agreement, management concluded that the warrants included in the units issued
in the IPO pursuant to the warrant agreement qualify for equity accounting treatment.
Common
Stock Subject to Possible Redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are
measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s
Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence
of uncertain future events. Accordingly, as of June 30, 2024, common stock subject to possible redemption are presented at redemption
value of $11.58 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock
to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common
stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.
Net
Income (Loss) per Share
The
Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income
(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss)
allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using
the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted
average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption
value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders.
Recent
Accounting Pronouncements
In
December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”
(“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories
in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between
domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also
requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements
that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but
retrospective application is permitted. We evaluated the potential impact of adopting this new guidance on our unaudited consolidated
financial statements and related disclosures and believe that the adoption of this ASU did not have a material effect on our financial
statements.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not
applicable.
ITEM
4. CONTROLS AND PROCEDURES.
(a) Evaluation
of Disclosure Controls and Procedures
Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the
SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer (who
also serves as our chief financial officer) (our “Certifying Officer”), the effectiveness of our disclosure controls and
procedures as of June 30, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our chief executive
officer and chief financial officer concluded that during the period covered by this report, our disclosure controls and procedures were
not effective due to presence of material weaknesses in internal control over financial reporting.
This
Quarterly Report on Form 10-Q does not include an attestation report of internal controls from our independent registered public
accounting firm due to our status as an emerging growth company under the JOBS Act.
(b) Changes
in Internal Control over Financial Reporting
Except
as set forth in Item 4(a) above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the fiscal quarter covered by this report that has materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
PART II -
OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
We
are not a party to any material legal proceedings and no material legal proceedings have been threatened by us or, to the best of our
knowledge, against us.
ITEM 1A.
RISK FACTORS
Not
required.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered
Sales of Equity Securities
On
June 14, 2022, simultaneously with the closing of the IPO, the Company completed the Private Placement of 5,240,000 Private Placement
Warrants to the Company’s sponsor, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the
Company of $5,240,000.
The
information of the Extension Notes and the Working Capital Note contained under Item 2 of Part I above is incorporated herein by reference
in response to this item.
The
above sales were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No
commissions were paid in connection with such sales.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.
MINE SAFETY DISCLOSURES
Not
applicable.
ITEM 5.
OTHER INFORMATION
On August 12, 2024, an aggregate of $50,000 (the
“August Monthly Extension Payment”) was deposited into the trust account of the Company for the public shareholders, which
enabled the Company to extend the period of time it has to consummate its initial business combination by one month from August 14, 2024
to September 14, 2024. The Extension is the fifth of the nine one-month extensions permitted under the Company’s governing documents.
In connection with the August
Monthly Extension Payment, the Company issued an unsecured promissory note of $50,000 to Foxx Development Inc (the “Foxx Note”).
The Foxx 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 Foxx Note is not convertible into any securities of the Company.
The issuance of the Foxx
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 Foxx Note is
attached as Exhibit 10.6 to this this Quarterly Report on Form 10-Q. The disclosures set forth in this Item 5 are intended to be
summaries only and are qualified in their entirety by reference to the Foxx Note.
ITEM 6.
EXHIBITS
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
No. |
|
Description of Exhibit |
2.1 |
|
Amendment to the Business Combination Agreement, dated May 31, 2024, by and between ACAC, PubCo, Merger Sub, and Foxx (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on June 3, 2024) |
10.1 |
|
Promissory Note, dated April 10, 2024, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on April 10, 2024) |
10.2 |
|
Promissory Note, dated May 9, 2024, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on May 10, 2024) |
10.3 |
|
Promissory Note, dated June 11, 2024, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on June 12, 2024) |
10.4 |
|
Promissory Note, dated June 11, 2024, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on June 12, 2024) |
10.5 |
|
Promissory Note, dated July 11, 2024, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on July 12, 2024) |
10.6 |
|
Promissory Note, dated August 12, 2024, issued by Acri Capital Acquisition Corporation to Foxx Development Inc. |
31.1* |
|
Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
|
Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* |
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2* |
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS* |
|
Inline XBRL Instance Document |
101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document |
101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
|
Inline XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Acri
Capital Acquisition Corporation |
|
|
Date:
August 14, 2024 |
By: |
/s/
“Joy” Yi Hua |
|
|
“Joy”
Yi Hua |
|
|
Chief
Executive Officer &
Chief Financial Officer |
|
|
(Principal
Executive Officer and
Principal Financial and Accounting Officer) |
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have caused this Note to be duly executed by the undersigned as of the day and year first above written.