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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
February 10, 2023 (February 8, 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 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On February 8, Acri
Capital Acquisition Corporation (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. A copy
of the certificate of amendment to the Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein
by reference.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On
December 28, 2022, the record date for the Special Meeting, there were 10,781,250 shares of common stock of the Company entitled to be
voted at the Special Meeting, approximately 90.11% 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 Extension Amendment Proposal
The
stockholders approved the proposal to amend the Company’s Charter to amend Monthly Extension Payment 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 (the nine (9) month anniversary of the closing of its initial
public offering). The voting results were as follows:
| FOR |
|
AGAINT |
|
ABSTAIN |
| 8,416,678 |
|
1,297,309 |
|
850 |
Item 8.01. Other Events.
In connection with the votes
to approve the Extension Amendment Proposal, 4,981,306 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: February 10, 2023 |
By: |
/s/ “Joy” Yi Hua |
| |
Name: |
“Joy” Yi Hua |
| |
Title: |
Chief Executive Officer |
2
Exhibit 3.1
| |
Delaware
The First State |
Page 1 |
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “ACRI CAPITAL ACQUISITION CORPORATION”,
FILED IN THIS OFFICE ON THE NINTH DAY OF FEBRUARY, A.D. 2023, AT 3:27 O`CLOCK P.M.
 |
/s/ Jeffrey W. Bullock |
| |
Jeffrey W. Bullock, Secretary of State |
| |
|
| 6529020 8100 |
Authentication: 202684445 |
| SR# 20230451425 |
Date: 02-09-23 |
| You may verify this certificate online at corp.delaware.gov/authver.shtml |
|
| |
State of Delaware |
| |
Secretary of State |
| |
Division of Corporations |
| |
Delivered 03:27 PM 02/09/2023 |
| |
FILED 03:27 PM 02/09/2023 |
| |
SR 20230451425 - File Number 6529020 |
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ACRI CAPITAL ACQUISITION CORPoration
February 9, 2023
Acri Capital Acquisition Corporation, a corporation
organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
| 1. | The name of the Corporation is “Acri Capital Acquisition
Corporation”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of
Delaware on January 7, 2022 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation
of the Corporation (the “Amended and Restated Certificate”) was filed with the Secretary of State of the State
of Delaware on June 7, 2022. |
| 2. | This Amendment to the Amended and Restated Certificate of
Incorporation (the “First Amendment”) amends the Amended and Restated Certificate. |
| 3. | This First Amendment, which both restates and amends the
provisions of the First Amended and Restated Certificate, was duly adopted by the Board of Directors of the Corporation and the stockholders
of the Corporation in accordance with Section 228 and 242 of the General Corporation Law of the State of Delaware. |
| 4. | This First Amendment shall become effective on the date of
filing with the Secretary of State of the State of Delaware. |
| 5. | The text of Section 9.1(c) is hereby amended and restated
to read in full as follows: |
Section 9.1(c) In the event that the
Corporation has not consummated an initial Business Combination within 9 months from the closing of the Offering, the Sponsor may request
that the Board extend the period of time to consummate an initial Business Combination by an additional one month each time for up to
six nine (9) times (each such extension, an “Extension”), for a total of 18 months to consummate an initial Business Combination;
provided, that for each Extension: (i) the Sponsor or its affiliates or designees has deposited into the Trust Account an amount equal
to 0.625% of the gross proceeds of the Offering, representing $0.0625 for each Offering Share, in exchange for a non-interest bearing,
unsecured promissory note; and (ii) there has been compliance with any applicable procedures relating to the Extension in the trust agreement
and in the letter agreement, both of which are described in the Registration Statement. If the Sponsor requests an Extension, then the
following applies: (iii) the gross proceeds from the issuance of such promissory note referred to in (i) above will be added to the offering
proceeds in the Trust Account and shall be used to fund the redemption of the Offering Shares in accordance with this Article IX; (iv)
if the Corporation completes its initial Business Combination, it will, at the option of the Sponsor, repay the amount loaned under the
promissory note out of the proceeds of the Trust Account released to it or issue securities of the Corporation in lieu of repayment in
accordance with the terms of the promissory note; and (v) if the Corporation does not complete a Business Combination by the Deadline
Date, the Corporation will not repay the amount loaned under the promissory note until 100% of the Offering Shares have been redeemed
and only in connection with the liquidation of the Corporation to the extent funds are available outside of the Trust Account.
IN WITNESS WHEREOF, Acri Capital Acquisition Corporation
has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer
as of the date first set above.
| |
Acri Capital Acquisition Corporation |
| |
|
| |
By: |
/s/
“Joy” Yi Hua |
| |
|
Name: |
“Joy”
Yi Hua |
| |
|
Title: |
Chairwoman of the Board of Directors |
3