Acri Capital Acquisition Corporation (the “Company”) (Nasdaq:
ACAC), a special purpose acquisition company, today announced
that, their previously announced business combination (the
"Business Combination") with Foxx Development Inc. (“Foxx”), a
consumer electronics and integrated Internet-of-Things (IoT)
solution company catering to both retail and institutional clients,
was approved at a special meeting of stockholders (the "Special
Meeting") of the Company on August 27, 2024. Approximately
96.9% of the votes cast at the Special Meeting were in favor of the
Business Combination. The Company plans to file the results of the
Special Meeting, as tabulated by an independent inspector of
elections, on a Current Report on Form 8-K with the Securities
and Exchange Commission (the “SEC”) later today.
Subject to the satisfaction of closing
conditions, the transaction is expected to close in the following
month. The combined company will be renamed as “Foxx Development
Holdings Inc.”, and its shares of common stock and warrants are
expected to begin trading on the Nasdaq under the symbols “FOXX”
and “FOXXW”, respectively, once the transaction is closed.
About Acri Capital Acquisition
Corporation
Acri Capital Acquisition Corporation is a blank
check company, also commonly referred to as a special purpose
acquisition company, or SPAC, 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 with one or more businesses or entities.
About Foxx Development Inc.
Foxx, established in 2017 as a Texas
incorporated company, is a consumer electronics and integrated
Internet-of-Things (IoT) solution company catering to both retail
and institutional clients. With robust research and development
capabilities and a strategic commitment to cultivating long-term
partnerships with mobile network operators, distributors and
suppliers around the world, FOXX currently sells a diverse range of
products including mobile phones, tablets and other consumer
electronics devices throughout the United States, and is in the
process of developing and distributing end-to-end communication
terminals and IoT solutions.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of section 27A of the U.S. Securities
Act of 1933, as amended (the “Securities Act”), and section 21E of
the U.S. Securities Exchange Act of 1934 (“Exchange Act”) that are
based on beliefs and assumptions and on information currently
available to ACAC, Foxx and/or PubCo. In some cases, you can
identify forward-looking statements by the following words: “may,”
“will,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing,” “target,” “seek” or the
negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including the
consummation of the transactions under the business combination
agreement, projections of market opportunity and market share, the
capability of Foxx’s business plans including its plans to expand,
the sources and uses of cash from the proposed transactions, the
anticipated enterprise value of the combined company following the
consummation of the proposed transactions, any benefits of Foxx’s
partnerships, strategies or plans as they relate to the proposed
transactions, anticipated benefits of the proposed transactions and
expectations related to the terms and timing of the proposed
transactions are also forward-looking statements. These statements
involve risks, uncertainties and other factors that may cause
actual results, levels of activity, performance or achievements to
be materially different from those expressed or implied by these
forward-looking statements. Although each of ACAC, Foxx and PubCo
believes that it has a reasonable basis for each forward-looking
statement contained in this communication, each of ACAC, Foxx and
PubCo cautions you that these statements are based on a combination
of facts and factors currently known and projections of the future,
which are inherently uncertain. In addition, there will be risks
and uncertainties described in the Registration Statement. These
filings may identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Neither ACAC nor Foxx can assure you that the forward-looking
statements in this communication will prove to be accurate. These
forward-looking statements are subject to a number of risks and
uncertainties, including, among others, the ability to complete the
transactions due to the failure to obtain approval from ACAC’s
stockholders or satisfy other closing conditions in the business
combination agreement, the occurrence of any event that could give
rise to the termination of the business combination agreement, the
ability to recognize the anticipated benefits of the transactions,
the amount of redemption requests made by ACAC’s public
stockholders, costs related to the transactions, the impact of the
global COVID-19 pandemic, the risk that the transaction disrupts
current plans and operations as a result of the announcement and
consummation of the transactions, the outcome of any potential
litigation, government or regulatory proceedings and other risks
and uncertainties, including those included under the heading “Risk
Factors” in the Registration Statement on Form S-4 (File
No. 333-280613) that was filed publicly by the PubCo with the
SEC in connection with the Business Combination and was declared
effective by the SEC on July 26, 2024, ACAC’s Annual Report on
Form 10-K filed with the SEC on March 22, 2024 (the “Form 10-K”),
ACAC’s final prospectus dated June 10, 2022 filed with the SEC (the
“Final Prospectus”) related to ACAC’s initial public offering, and
in its subsequent quarterly reports on Form 10-Q and other filings
with the SEC. There may be additional risks that neither ACAC or
Foxx presently know or that ACAC and Foxx currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by ACAC, Foxx, their respective directors, officers or employees or
any other person that ACAC and Foxx will achieve their objectives
and plans in any specified time frame, or at all. The
forward-looking statements in this press release represent the
views of ACAC and Foxx as of the date of this communication.
Subsequent events and developments may cause those views to change.
However, while ACAC and Foxx may update these forward-looking
statements in the future, there is no current intention to do so,
except to the extent required by applicable law. You should,
therefore, not rely on these forward-looking statements as
representing the views of ACAC or Foxx as of any date subsequent to
the date of this communication.
Company Contact:
Acri Capital Acquisition CorporationMs. “Joy” Yi Hua,
ChairwomanEmail: acri.capital@gmail.com
Investor Relations Contact:
International Elite CapitalAnnabelle ZhangTelephone: +1(646)
866-7989Email: acri@iecapitalusa.com
Foxx Contact:
Foxx Development Inc.Greg Foley, CEO Telephone: +1(201) 962-5550
Email: greg.foley@foxxusa.com
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