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~~August 2327, 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 35.0107. ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

OnAs previously ~~July~~announced ~~23,~~in ~~2024,~~the Current Report on Form 8-K by Acri Capital Acquisition Corporation (the “ Company ”) ~~received~~or ~~a letter (the~~ “ ~~Letter~~ ACAC”) ~~from~~on ~~the~~February ~~Listing~~20, ~~Qualifications~~2024, ~~Department~~on ofFebruary ~~The~~18, ~~Nasdaq~~2024, ~~Stock~~ACAC ~~Market~~entered ~~LLC~~into a business combination agreement (as amended, the “ ~~Nasdaq~~ Business Combination Agreement”) ~~that,~~with ~~for~~Acri ~~the~~Capital ~~last 30~~Merger ~~consecutive~~Sub ~~business~~I ~~days~~Inc., ~~the Market~~a ~~Value~~Delaware corporation and subsidiary of ~~Listed~~the ~~Securities~~ Company (“~~MVLS~~Purchaser,”) or ~~for~~“PubCo” after the ~~Company~~consummation ~~was~~of ~~below~~ the ~~$35~~Business ~~million minimum~~Combination, ~~MVLS~~as ~~requirement~~defined ~~for~~below), ~~continued~~Acri ~~listing~~Capital onMerger ~~the~~Sub ~~Nasdaq~~II ~~Capital~~Inc., ~~Market~~a (Delaware corporation and subsidiary of the Purchaser (“~~Capital~~Merger ~~Market~~Sub”), ~~under~~and ~~Nasdaq~~Foxx ~~Listing~~Development ~~Rule 5550~~Inc., a Texas corporation (b“Foxx”), pursuant to which: (2a) ACAC will merge with and into Purchaser, with Purchaser as the surviving entity (the “ ~~MVLS~~Reincorporation ~~Rule~~ Merger”).; (b) ~~The~~Foxx ~~Letter~~will ismerge ~~only~~with aand ~~notification~~into ofMerger ~~deficiency~~Sub, ~~not~~with ofMerger ~~imminent~~Sub ~~delisting, and~~surviving ~~has~~as noa ~~current~~wholly-owned ~~effect~~subsidiary onof Purchaser (the ~~listing~~“Acquisition Merger”, orcollectively ~~trading~~with ofthe Reincorporation Merger, the ~~Company’s~~“Business ~~securities~~Combination”).

~~In accordance with Nasdaq~~On ~~Listing~~August 27, ~~Rule 5810(c)(3)(C)~~2024, the Company ~~will~~held ~~have~~a ~~180~~special ~~calendar~~meeting ~~days,~~of orthe ~~until~~stockholders ~~January 20, 2025~~ (the “~~Compliance~~Special ~~Period~~Meeting”)~~, to~~ ~~regain~~in ~~compliance~~ connection with the ~~MVLS~~Business ~~Rule~~Combination. ToThe ~~regain~~Business ~~compliance~~Combination ~~with~~is ~~the~~described ~~MVLS~~in ~~Rule,~~ the ~~MVLS~~definitive ~~for~~proxy ~~the~~statement/prospectus ~~Company~~included ~~must~~in bethe ~~at least $35 million~~Registration ~~for~~Statement aon ~~minimum~~Form S-4 of(File 10No. 333-280613) ~~consecutive~~that ~~business~~was ~~days~~filed atpublicly ~~any~~by ~~time~~the ~~during~~Purchaser ~~this~~with ~~Compliance Period. If~~ the ~~Company~~SEC ~~regains~~in ~~compliance~~connection with the ~~MVLS~~Business ~~Rule,~~Combination ~~Nasdaq~~and ~~will~~was ~~provide~~declared ~~the~~effective ~~Company~~by ~~with~~the ~~written~~SEC ~~confirmation~~on ~~and~~July 26, ~~will~~2024 ~~close~~ (the ~~matter~~“Registration Statement”).

IfOn ~~the Company does not regain~~July ~~compliance~~19, ~~with~~2024, the ~~MVLS~~record ~~Rule~~date byfor the ~~Compliance~~Special ~~Date~~Meeting, ~~Nasdaq~~there ~~will~~were ~~provide~~3,971,634 shares ~~written~~of ~~notification~~common ~~that~~stock ~~its~~of ~~securities~~the ~~will~~Company beentitled ~~subject~~ to ~~delisting.~~ Inbe ~~the~~voted ~~event~~at ofthe ~~such~~Special ~~notification~~Meeting, ~~the~~approximately ~~Nasdaq~~81.79% ~~rules~~of ~~permit~~which ~~the~~were ~~Company~~represented anin ~~opportunity~~person or toby ~~appeal~~proxy ~~Nasdaq’s~~at ~~determination~~the special meeting.

The ~~Company is monitoring its MVLS and is evaluating~~final ~~options~~results tofor ~~regain compliance with~~ the ~~MVLS~~matter ~~Rule.~~submitted ~~However,~~to ~~there~~a ~~can~~vote beof ~~no assurance that~~ the Company’s ~~will~~stockholders beat ~~able~~the tospecial ~~regain~~meeting orare ~~maintain compliance~~as ~~with Nasdaq listing standards.~~follows:

~~Forward-looking~~1. The ~~Statements~~Business Combination Proposal

The ~~Company makes forward-looking statements in this~~stockholders ~~report~~approved ~~within~~ the ~~meaning~~proposal ~~of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate~~ to ~~expectations or~~(i) adopt ~~forecasts~~and ~~for~~approve ~~future events. These statements may be preceded by, followed by or include~~ the ~~words~~Business ~~“may,” “might,”~~Combination ~~“will,”~~Agreement ~~“will~~and ~~likely~~other ~~result,”~~Transaction ~~“should,”~~Documents ~~“estimate,”~~(as ~~“plan,”~~defined ~~“project,” “forecast,”~~in ~~“intend,”~~the ~~“expect,”~~Business ~~“anticipate,”~~Combination ~~“believe~~Agreement),” ~~“seek,” “continue,”~~(ii) approve ~~“target”~~the orBusiness ~~similar expressions. These forward-looking statements are based on information available~~Combination towhich ~~the~~includes ~~Company as of~~ (x) the ~~date~~Reincorporation ofMerger ~~this~~between ~~report~~ACAC and ~~involve~~Purchaser ~~substantial~~with ~~risks~~Purchaser ~~and~~surviving ~~uncertainties. Actual results may vary materially from those expressed or implied by~~ the ~~forward-looking~~Reincorporation ~~statements herein due to a variety of factors~~Merger, ~~including~~ (y) the ~~Company’s ability~~ toAcquisition ~~regain~~Merger ~~compliance~~between ~~with~~Foxx ~~the~~and ~~MVLS~~Merger ~~Rule~~Sub, ~~during~~with ~~any~~Merger ~~compliance~~Sub ~~period~~surviving ~~or in~~ the ~~future~~Acquisition orMerger ~~otherwise meet Nasdaq compliance standards,~~ and ~~other~~ ~~risks~~becoming ~~and uncertainties set forth in our reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as~~ a ~~result~~ wholly-owned subsidiary of ~~new information~~Purchaser, ~~future~~and ~~events~~(iii) other ortransactions ~~developments~~contemplated ~~or otherwise~~therein.

~~SIGNATURES~~ The voting results were as follows:

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.

FOR		AGAINT		ABSTAIN
3,147,082		101,439		0

	Acri Capital Acquisition Corporation
Date: July 26, 2024	By:	/s/ “Joy” Yi Hua
	Name:	“Joy” Yi Hua
	Title:	Chief Executive Officer

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.

Exhibit No.		Description
99.1		Press Release

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

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