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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
January 25, 2023 (January
25, 2023)
Date of Report (Date of earliest event
reported)
Acri Capital Acquisition Corporation
(Exact Name of Registrant as Specified
in its Charter)
Delaware |
|
001-41415 |
|
87-4328187 |
(State or other jurisdiction
of incorporation)
|
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification No.)
|
13284 Pond Springs Rd,
Ste 405
Austin,
Texas
|
|
78729 |
(Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code:
512-666-1277
N/A
(Former name or former address, if
changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following
provisions:
☐ |
Written communications pursuant to
Rule 425 under the Securities Act |
☐ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to
Section 12(b) of the Act: None.
Title of each
class |
|
Trading
Symbol(s) |
|
Name of each
exchange on which registered |
Units, each consisting of one share of Class A Common Stock and
on-half of one Warrant |
|
ACACU |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Class A Common Stock, par value $0.0001 per
share |
|
ACAC |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants, each whole warrant exercisable for one share of Class A
Common Stock at an exercise price of $11.50 |
|
ACACW |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of
the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
Item 7.01 Regulation FD
Disclosure
A press release describing the
postponement of the special meeting to approve the Extension
Amendment (as defined below) described in Item 8.01 is attached
hereto as Exhibit 99.1.
Item 8.01 Other Events
On January 12, 2023, Acri Capital
Acquisition Corporation (the “Company”) filed a Definitive Proxy
Statement on Schedule 14A (the “Proxy Statement”) with the
Securities and Exchange Commission (the “SEC”) with respect to a
special meeting of the Company’s stockholders, scheduled to occur
on January 26, 2023 (the “Special Meeting”), to vote on, among
other things, a proposal to amend the Company’s amended and
restated certificate of incorporation (the “Charter”) to amend the
amount of monthly deposit required to be deposited in 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
(such amendment to the Charter, the “Extension
Amendment”).
On January 25, 2023, the Company issued
a press release announce that the Special Meeting is being
postponed until February 8, 2023 at 9:00 a.m., Eastern Time. The
location and the dial-in information of the Special Meeting remains
as set forth in the Proxy Statement.
A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Additional Information and Where
to Find It
The Company urges investors,
stockholders and other interested persons to read the Proxy
Statement, as well as other documents filed by the Company with the
SEC. These documents contain important information about the
Company and the Extension Amendment. Stockholders may obtain copies
of the Proxy Statement, without charge, at the SEC’s website at
www.sec.gov or by directing a request to Acri Capital Acquisition
Corporation, 13284 Pond Springs Rd, Ste 405, Austin, Texas
78729.
No Offer or
Solicitation
This press release is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or with respect to the Extension
Amendment and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of the Company, nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in
Solicitation
The Company and its directors, executive
officers and other members of their management and employees may be
deemed to be participants in the solicitation of proxies of the
Company’s stockholders in connection with the Extension Amendment.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of the Company’s
directors and officers in the Proxy Statement, which may be
obtained free of charge from the sources indicated
above.
Cautionary Statement Regarding
Forward-Looking Statements
This Press Release contains
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements about future financial and
operating results, our plans, objectives, expectations and
intentions with respect to future operations, products and
services; and other statements identified by words such as “will
likely result,” “are expected to,” “will continue,” “is
anticipated,” “estimated,” “believe,” “intend,” “plan,”
“projection,” “outlook” or words of similar meaning. Such
forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements.
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: January 25,
2023 |
By: |
/s/ “Joy” Yi
Hua |
|
Name: |
“Joy” Yi
Hua |
|
Title: |
Chief Executive
Officer |
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