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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
July 7, 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 |
(Commission File Number) |
(I.R.S. Employer |
|
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on May 19, 2023, Acri Capital Acquisition Corporation (the “ Company ”) received a letter (the “ Letter ”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) that, for 30 consecutive business days, the Market Value of Listed Securities for the Company was below the $50 million minimum MVLS requirement for continued listing on the Nasdaq Global Market (the “Global Market”) under Nasdaq Listing Rule 5450(b)(2)(A). The Letter notes that the Company may be eligible to transfer the listing of its securities to the Nasdaq Capital Market (the “Capital Market”). On May 22, 2023, the Company submitted an application for a transfer from the Global Market to the Capital Market.
On July 7, 2023, Nasdaq approved the Company’s application to list its common stock, units, and warrants on the Capital Market. The Company’s common stock, units, and warrants are expected to commence trading on the Capital Market at the opening of business on July 10, 2023.
Item 7.01 Regulation FD Disclosure.
On July 7, 2023, the Company issued a press release (the “Press Release”) announcing the transfer to the Capital Market. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | Description | |
| 99.1 | Press Release, dated July 7, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 7, 2023 | By: | /s/ “Joy” Yi Hua |
| Name: | “Joy” Yi Hua | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Acri Capital Acquisition Corporation Announces Transfer to Nasdaq Capital Market
Austin, Texas, July 7, 2023 — Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that the Nasdaq Stock Market LLC has approved the Company’s application to list its common stock, units, and warrants on the Nasdaq Capital Market. The Company’s common stock, units, and warrants are expected to commence trading on the Nasdaq Capital Market at the opening of business on July 10, 2023.
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.
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.
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