Form 8-K - Current report

 

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

 

1

 

 

(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.

 

Exhibit No.		Description
99.1		Press Release

 

2

 

 

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

 

 

3

 

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: [e-mail]

 

Investor Relations Contact:

 

International Elite Capital

Annabelle Zhang

Telephone: [phone]

Email: [e-mail]

 

Foxx Contact:

 

Foxx Development Inc.

Greg Foley, CEO
Telephone: [phone]
Email: [e-mail]

 

 

Cover	Aug. 27, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 27, 2024
Entity File Number	001-41415
Entity Registrant Name	Acri Capital Acquisition Corporation
Entity Central Index Key	0001914023
Entity Tax Identification Number	87-4328187
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	13284 Pond Springs Rd
Entity Address, Address Line Two	Ste 405
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78729
City Area Code	512
Local Phone Number	666-1277
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock and on-half of one Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and on-half of one Warrant
Trading Symbol	ACACU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	ACAC
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	ACACW
Security Exchange Name	NASDAQ

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