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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 27, 2024
Date of Report (Date of earliest event reported)
Acri Capital Acquisition Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware |
|
001-41415 |
|
87-4328187 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
13284 Pond Springs Rd, Ste 405
Austin, Texas |
|
78729 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: 512-666-1277
N/A
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ |
Written communications pursuant to Rule 425 under the Securities Act |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act: None.
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one share of Class A Common Stock and on-half of one Warrant |
|
ACACU |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Class A Common Stock, par value $0.0001 per share |
|
ACAC |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
ACACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
As
previously announced in the Current Report on Form 8-K by Acri Capital Acquisition Corporation (the “Company” or “ACAC”)
on February 20, 2024, on February 18, 2024, ACAC entered into a business combination agreement (as amended, the “Business Combination
Agreement”) with Acri Capital Merger Sub I Inc., a Delaware corporation and subsidiary of the Company (“Purchaser,”
or “PubCo” after the consummation of the Business Combination, as defined below), Acri Capital Merger Sub II Inc., a Delaware
corporation and subsidiary of the Purchaser (“Merger Sub”), and Foxx Development Inc., a Texas corporation (“Foxx”),
pursuant to which: (a) ACAC will merge with and into Purchaser, with Purchaser 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 Purchaser (the “Acquisition
Merger”, collectively with the Reincorporation Merger, the “Business Combination”).
On
August 27, 2024, the Company held a special meeting of the stockholders (the “Special Meeting”) in connection
with the Business Combination. The Business Combination is described in the definitive proxy statement/prospectus included in the Registration
Statement on Form S-4 (File No. 333-280613) that was filed publicly by the Purchaser with the SEC in connection with the Business
Combination and was declared effective by the SEC on July 26, 2024 (the “Registration Statement”).
On July
19, 2024, the record date for the Special Meeting, there were 3,971,634
shares of common stock of the Company entitled to be voted at the Special Meeting, approximately 81.79% of which were represented in person
or by proxy at the special meeting.
The final
results for the matter submitted to a vote of the Company’s stockholders at the special meeting are as follows:
1. The Business Combination Proposal
The stockholders
approved the proposal to (i) adopt and approve the Business Combination
Agreement and other Transaction Documents (as defined in the Business Combination Agreement), (ii) approve the Business Combination
which includes (x) the Reincorporation Merger between ACAC and Purchaser with Purchaser surviving the Reincorporation Merger, (y) the
Acquisition Merger between Foxx and Merger Sub, with Merger Sub surviving the Acquisition Merger and becoming a wholly-owned subsidiary
of Purchaser, and (iii) other transactions contemplated therein.
The
voting results were as follows:
FOR |
|
AGAINT |
|
ABSTAIN |
3,147,082 |
|
101,439 |
|
0 |
2. The Charter Amendment Proposal
The stockholders
approved the proposal to adopt a proposed amended and restated certificate of
incorporation (the “Amended PubCo Charter”) of PubCo (as the surviving company in the Acquisition Merger) upon completion
of the Acquisition Merger.
The
voting results were as follows:
FOR |
|
AGAINT |
|
ABSTAIN |
3,147,082 |
|
101,439 |
|
0 |
3. The Advisory Charter Amendment Proposal
The
stockholders approved, on a non-binding basis, the
following material differences between the Amended PubCo Charter and the
Company’s current charter, which are being presented pursuant to guidance of the SEC as four separate sub-proposals.
The
voting results were as follows:
(1) Advisory
Charter Amendment Proposal A – To change the name of PubCo to “Foxx
Development Holdings Inc.” on and from the time of the Business Combination;
FOR |
|
AGAINT |
|
ABSTAIN |
3,147,082 |
|
101,439 |
|
0 |
(2) Advisory
Charter Amendment Proposal B – To change the total number of authorized
shares from 23,000,000 shares, consisting of (a) 22,500,000 shares of common stock, including (i) 20,000,000 shares of
Class A common stock, and (ii) 2,500,000 shares of Class B common stock, and (b) 500,000 shares of preferred stock, to 50,000,000 shares
of common stock, par value $0.0001 per share;
FOR |
|
AGAINT |
|
ABSTAIN |
3,147,082 |
|
101,439 |
|
0 |
(3) Advisory
Charter Amendment Proposal C – To redesignate all shares of Class B
common stock to shares of Class A common stock;
FOR |
|
AGAINT |
|
ABSTAIN |
3,147,082 |
|
101,439 |
|
0 |
(4) Advisory
Charter Amendment Proposal D – To allow the officers of PubCo to
receive reasonable indemnification and compensation for their services, which shall be set by the PubCo board of directors (the “PubCo
Board”) or a designated committee of the PubCo Board;
FOR |
|
AGAINT |
|
ABSTAIN |
3,147,082 |
|
101,439 |
|
0 |
Item 7.01 Regulation
FD Disclosure.
On
August 27, 2024, the Company issued a press release announcing the approval of the Business Combination by its stockholders. A copy
of the press release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and the press releases hereto shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
In connection with the Special
Meeting, 1,750,663 shares of Class A common stock of the Company were rendered for redemption.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Acri Capital Acquisition Corporation |
|
|
Date: August 27, 2024 |
By: |
/s/ “Joy” Yi Hua |
|
Name: |
“Joy” Yi Hua |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Acri Capital Acquisition Corporation and Foxx Development
Inc. Announce
Business Combination Approval by Acri Capital Acquisition
Corporation stockholders
Austin, Texas, August 27, 2024 (GLOBE NEWSWIRE) -- 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.
Contact Information
Company Contact:
Acri Capital Acquisition Corporation
Ms. “Joy” Yi Hua, Chairwoman
Email: acri.capital@gmail.com
Investor Relations Contact:
International Elite Capital
Annabelle Zhang
Telephone: +1(646) 866-7989
Email: 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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