Core Points - Acri Capital Acquisition Corporation announced the approval of its business combination with Foxx Development Inc. at a special meeting, with approximately 96.9% of votes in favor [1] - The transaction is expected to close in the following month, and the combined company will be renamed "Foxx Development Holdings Inc." with shares trading under the symbols "FOXX" and "FOXXW" [2] Company Overview - Acri Capital Acquisition Corporation is a special purpose acquisition company (SPAC) formed to effect mergers, capital stock exchanges, asset acquisitions, and similar business combinations [3] - Foxx Development Inc., established in 2017, is a consumer electronics and IoT solution company serving both retail and institutional clients, with a focus on mobile devices and IoT solutions [4]

IPO and Business Combination - The Company completed its IPO on June 14, 2022, raising gross proceeds of $86.25 million from the sale of 8,625,000 units at $10.00 per unit[116]. - The Company has entered into a business combination agreement with Foxx Development Inc., with the closing expected to make Purchaser a publicly traded company[118]. - The Company intends to use substantially all funds in the Trust Account to complete the Business Combination, with approximately $21.2 million remaining as of June 30, 2024[134]. - The Company has extended the deadline to complete the Business Combination to September 14, 2024, through monthly payments into the Trust Account[122]. - The Company has deposited an aggregate of $675,000 in extension payments to extend the Combination Deadline to September 14, 2024[140]. - The Company may need additional financing to complete the Business Combination or due to significant redemptions of Public Shares[139]. Financial Performance - For the three months ended June 30, 2024, the Company reported a net loss of $245,297 compared to a net income of $90,945 for the same period in 2023[131]. - The Company has incurred significant costs in pursuit of its acquisition plans and does not expect to generate operating revenues until after the Business Combination[130]. - Management has raised substantial doubt about the Company's ability to continue as a going concern[144]. Cash and Working Capital - As of June 30, 2024, the Company had cash of $4,665 and a working capital deficit of $3,346,481[133]. - As of June 30, 2024, the assets held in the Trust Account amounted to $21,214,423, down from $36,672,846 as of December 31, 2023[149]. - The Company issued unsecured promissory notes totaling $500,000 to the Sponsor for working capital purposes[124]. - The Company issued unsecured promissory notes to the Sponsor in connection with monthly extension payments[141]. - The Company has no long-term debt or capital lease obligations as of June 30, 2024[147]. Compliance and Regulatory Matters - The Company has a compliance period until January 20, 2025, to regain compliance with Nasdaq's minimum market value requirement of $35 million[128]. - Common stock subject to possible redemption is presented at a redemption value of $11.58 per share as temporary equity[154]. - The adoption of ASU 2023-09 is not expected to have a material effect on the Company's financial statements[156].

Group 1 - Acri Capital Acquisition Corporation has extended the deadline for completing its initial business combination from June 14, 2024, to July 14, 2024, by depositing $50,000 into its Trust Account [1] - The company can extend the deadline on a monthly basis from April 14, 2024, until January 14, 2025, by making similar deposits into the Trust Account [1] - Acri Capital Acquisition Corporation is a special purpose acquisition company (SPAC) formed to effect mergers, capital stock exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations with one or more businesses [2]

Financial Performance - As of March 31, 2024, the Company reported a net income of $102,649, down from $363,658 in the same period of 2023, primarily due to operating costs and tax expenses [125]. - The Company has a working capital deficit of $2,515,342 as of March 31, 2024, with cash reserves of $89,955 [127]. - The Company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2024 [138]. - Common stock subject to possible redemption is presented at a redemption value of $11.30 per share as temporary equity [147]. - The Company may need additional financing to complete the Business Combination or to redeem a significant number of Public Shares [133]. IPO and Capital Structure - The Company completed its IPO on June 14, 2022, raising gross proceeds of $86,250,000 from the sale of 8,625,000 units at $10.00 per unit [108]. - The Company completed its IPO on June 14, 2022, generating gross proceeds of $86,250,000 from the sale of 8,625,000 Public Units [158]. - The Company has redeemed a total of 5,369,950 shares of Class A common stock at prices of $10.33 and $10.82 per share, leaving approximately $37.4 million in the Trust Account as of March 31, 2024 [128]. - Up to $3,000,000 of loans from the Sponsor or affiliates may be convertible into warrants at a price of $1.00 per warrant [131]. Business Combination and Future Plans - The Company entered into a business combination agreement with Foxx Development Inc. on February 18, 2024, which will result in the Company becoming a publicly traded entity post-merger [110]. - The Company has incurred significant costs in pursuit of its acquisition plans and does not expect to generate operating revenues until after the completion of the Business Combination [107]. - The Company intends to use substantially all funds held in the Trust Account, including interest earned, to complete the Business Combination, with remaining proceeds allocated for working capital and growth strategies [129]. - The Company has amended its charter to allow for extensions of the Business Combination deadline, with the latest extension allowing until January 14, 2025 [117]. - The Company has deposited an aggregate of $675,000 in extension payments into the Trust Account, allowing for the Combination Deadline to be extended to June 14, 2024 [134]. Operational Insights - The Company has identified a material weakness in internal controls over financial reporting, which has been remediated as of September 30, 2023 [153]. - The documents primarily consist of certifications and inline XBRL data without substantive financial insights [162]. - The content does not contain any earnings summaries or performance highlights [162]. - Overall, the documents lack detailed financial analysis or key performance indicators [162]. Market and Product Development - The Company has plans to develop and distribute end-to-end communication terminals and IoT solutions through its partnership with Foxx, which has robust R&D capabilities [111]. - Information regarding new products, technologies, market expansion, or acquisitions was absent from the documents [162]. - No strategic initiatives or new strategies were outlined in the content [162]. Compliance and Reporting - The report includes standard compliance certifications under the Sarbanes-Oxley Act [162]. - The report was signed by the Chief Executive Officer and Chief Financial Officer, indicating formal approval [164].

Company Overview - Acri Capital Acquisition Corporation (ACAC) is a special purpose acquisition company (SPAC) focused on effecting mergers and business combinations with other businesses or entities [4] - Foxx Development Inc. is a Texas-based consumer electronics and integrated Internet-of-Things (IoT) solution company, established in 2017, catering to both retail and institutional clients [5] Transaction Details - ACAC announced a proposed business combination with Foxx Development Inc., with a business combination agreement dated February 18, 2024 [1] - A confidential draft of the Registration Statement on Form S-4, including a preliminary proxy statement/prospectus, was submitted to the U.S. Securities and Exchange Commission (SEC) on April 5, 2024 [1][2] - The transaction is subject to approval by ACAC's stockholders and other customary closing conditions, including SEC effectiveness and Nasdaq approval for listing PubCo common stock [2] Extension of Business Combination Deadline - ACAC extended the deadline for completing its initial business combination from April 14, 2024, to May 14, 2024, by depositing $50,000 into its trust account [3] - The company may continue to extend the deadline on a monthly basis until January 14, 2025, by making similar deposits [3]

IPO and Initial Business Combination - The company completed its IPO on June 14, 2022, raising gross proceeds of $86,250,000 by selling 8,625,000 Units at an offering price of $10.00 per Unit[118]. - The company has the option to extend its initial business combination deadline up to nine times until April 14, 2024, by depositing $75,000 each month into the Trust Account[121][122]. - A business combination agreement was entered into with Foxx Development Inc. on February 18, 2024, which includes a merger and the issuance of 5,000,000 shares of Purchaser Common Stock valued at $50,000,000[130][134]. - Foxx shareholders may receive up to 4,200,000 additional shares of Purchaser Common Stock based on achieving specific revenue milestones for the fiscal years ending June 30, 2024, and June 30, 2025[135][136]. - The company amended its charter to remove restrictions on business combinations with entities headquartered in China, allowing for potential new market opportunities[128]. - The company has incurred significant costs in pursuing its acquisition plans and cannot assure the success of its initial business combination[118]. - The company may need additional financing to complete its initial business combination or to redeem a significant number of public shares[147]. Financial Performance and Position - The company reported a net income of $886,366 for the year ended December 31, 2023, compared to $217,224 for the year ended December 31, 2022[140]. - As of December 31, 2023, the company had cash of $54,289 and a working capital deficit of $2,050,294, excluding taxes payable[142]. - A total of $36.7 million remained in the Trust Account as of December 31, 2023, after redemptions of Class A common stock at $10.33 and $10.82 per share[143]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination[144]. - The company has no long-term debt or capital lease obligations as of December 31, 2023[153]. - The assets held in the Trust Account included $36,672,846 in money market funds invested in short-term U.S. Treasury securities as of December 31, 2023[155]. Stock and Trading Information - The company’s common stock, units, and warrants began trading on the Nasdaq Capital Market on July 10, 2023, following approval on July 7, 2023[129]. - The company redeemed and canceled 4,981,306 shares of Class A common stock during Special Meeting I and 388,644 shares during Special Meeting II[119][121]. - The company amended the Underwriting Agreement to reduce the deferred underwriting fee from $2,587,500 to $1,725,000 in cash and 43,125 shares of common stock at the closing of the Acquisition Merger[138]. - Common stock subject to possible redemption was presented at a redemption value of $11.12 per share as temporary equity as of December 31, 2023[161]. Working Capital and Financing - The company has issued a Working Capital Note to the Sponsor for up to $500,000 to support working capital needs, which is non-interest bearing and due upon the completion of the initial business combination or liquidation[127]. - The company issued nine unsecured promissory notes of $75,000 each for Monthly Extension Payments, totaling $675,000, to extend the deadline for the initial business combination[149]. - The company does not expect to generate operating revenues until after completing its initial business combination[139].

Company Overview - Acri Capital Acquisition Corporation is a special purpose acquisition company (SPAC) listed on the Nasdaq Global Market, focused on merging with innovative companies [1][9] - Foxx Development Inc. is a Texas-based consumer electronics and integrated Internet-of-Things (IoT) solution company, established in 2017, serving both retail and institutional clients [2][10] Business Combination Agreement - Acri and Foxx have entered into a definitive business combination agreement, which will result in a newly established subsidiary of Acri becoming a publicly listed company [1][6] - The merger consideration is set at $50 million, payable in newly-issued common stock valued at $10.00 per share, with specific conditions for additional shares based on performance milestones [4][5] Equity Interests - Upon closing, Acri stockholders are expected to hold approximately 51.98% equity interest in the Combined Company, while Foxx stockholders will hold approximately 48.02%, subject to redemption scenarios [5] - In a maximum redemption scenario, Acri stockholders' equity interest could drop to approximately 30.13%, while Foxx stockholders' interest could rise to approximately 69.87% [5] Strategic Goals - The partnership aims to strengthen Foxx's financial foundation and support various growth initiatives, including product development and geographical expansion [3] - Foxx's vision focuses on enhancing technology's role in everyday life and tapping into a significant total addressable market [3] Transaction Timeline - The Proposed Transaction is expected to be completed in the second quarter of 2024, pending approvals from both Acri and Foxx stockholders, as well as regulatory approvals [6][11]

Core Viewpoint - Acri Capital Acquisition Corporation has announced an extension of the deadline to complete its initial business combination from January 14, 2024, to February 14, 2024, by depositing $75,000 into its trust account [1]. Group 1 - Acri Capital Acquisition Corporation is a special purpose acquisition company (SPAC) formed to effect mergers, capital stock exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations with one or more businesses or entities [2]. - The company can extend the deadline for completing a business combination on a monthly basis from July 14, 2023, until April 14, 2024, by making monthly deposits into the trust account [1].

Financial Performance - For the three months ended September 30, 2023, the Company reported a net income of $272,860, compared to $144,688 for the same period in 2022[114]. - For the nine months ended September 30, 2023, the Company had a net income of $727,463, contrasting with a net loss of $15,894 for the same period in 2022[114]. - As of September 30, 2023, the Company had cash of $52,840 and a working capital deficit of $1,626,672[117]. - The Trust Account holds $35,968,942 in money market funds invested in short-term U.S. Treasury securities as of September 30, 2023[130]. - Common stock subject to possible redemption is presented at a redemption value of $10.94 per share as temporary equity as of September 30, 2023[135]. - There were no unrecognized tax benefits or amounts accrued for interest and penalties as of September 30, 2023[137]. - Management does not expect the total amount of unrecognized tax benefits to materially change over the next twelve months[138]. IPO and Capital Structure - The Company generated gross proceeds of $86,250,000 from the IPO of 8,625,000 units at a price of $10.00 per unit on June 14, 2022[103]. - The Company completed an IPO on June 14, 2022, generating gross proceeds of $86,250,000 from the sale of 8,625,000 Public Units[149]. - The Company issued 5,240,000 Private Placement Warrants at a price of $1.00 per warrant, generating gross proceeds of $5,240,000[149]. Business Combination and Trust Account - Following the Special Meeting II, approximately $36.0 million remained in the Trust Account as of September 30, 2023, after redeeming 388,644 shares of Class A common stock at $10.82 per share[117]. - The Company intends to use substantially all funds in the Trust Account to complete a Business Combination, excluding deferred underwriting commissions[118]. - The Company may extend the deadline to complete a Business Combination up to nine times until April 14, 2024, by depositing $75,000 each month into the Trust Account[108]. - The Company has not entered into any definitive agreements for a Business Combination as of the date of this report, with a deadline until November 14, 2023[109]. Operational and Compliance Matters - The Company has incurred significant costs related to being a public company and expects increased expenses for due diligence in connection with a Business Combination[113]. - The Company has not entered into any transactions that create relationships with unconsolidated entities or financial partnerships[126]. - As of September 30, 2023, the Company has no off-balance sheet financing arrangements or long-term debt, capital lease obligations, or long-term liabilities[126][128]. - Management identified a material weakness in internal controls over financial reporting, which has been remediated as of September 30, 2023[144]. Stock Trading - The Company’s common stock, units, and warrants commenced trading on the Nasdaq Capital Market on July 10, 2023[112].

Financial Performance - As of June 30, 2023, the Company reported a net income of $90,945 for the three months ended June 30, 2023, compared to a net loss of $159,937 for the same period in 2022[121]. - The Company had cash of $201,143 and a working capital deficit of $1,264,028 as of June 30, 2023[124]. - The assets held in the Trust Account include $39,472,129 in money market funds invested in short-term U.S. Treasury securities as of June 30, 2023[137]. - The company has not generated any revenue or profit from operations in China, as documented in its audited financial statements for the fiscal year ended December 31, 2022[233]. IPO and Stock Trading - The Company completed its IPO on June 14, 2022, raising gross proceeds of $86,250,000 from the sale of 8,625,000 units at $10.00 per unit[110]. - The Company’s common stock, units, and warrants began trading on the Nasdaq Capital Market on July 10, 2023[119]. Business Combination Plans - The Company has not entered into any definitive agreements for a Business Combination as of the date of this report[116]. - The Company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds used for working capital[125]. - The Company may extend the deadline to complete a Business Combination up to nine times until April 14, 2024, by depositing $75,000 each month into the Trust Account[115]. - The company has no current business combination under consideration and has not contacted any prospective target businesses[168]. - The company has not identified a specific target business or country for a potential business combination[168]. Regulatory and Compliance Risks - The company may be subject to review by CFIUS regarding foreign investment regulations, which could impact potential business combinations[158][160]. - The company may face limitations on foreign ownership and potential CFIUS impacts, which could restrict attractive transaction opportunities[161]. - The PRC government may impose new regulations that could materially affect the combined company's operations and the value of its securities[280]. - The CSRC's new administrative measures require domestic companies seeking overseas listings to fulfill filing procedures, which may delay business combinations[289]. - The Negative List effective January 1, 2022, requires domestic enterprises in prohibited industries to obtain approval before overseas listings, impacting potential business combinations[290]. Legal and Operational Risks in China - The legal environment in China may limit the company's ability to enforce VIE Agreements, potentially impacting financial results[173]. - The post-combination entity may face significant uncertainties in enforcing VIE Agreements under PRC law, which could negatively impact its ability to consolidate financial results in accordance with U.S. GAAP or IFRS[183]. - The PRC Data Security Law and the Personal Information Protection Law impose significant obligations on data activities, potentially affecting the company's operations[260]. - The PRC regulations on foreign-invested enterprises may significantly limit the company's ability to use Renminbi from offshore financing for new investments in China[303]. - The PRC government continues to play a significant role in regulating industry development and economic growth, which could adversely affect the company's business[250]. Internal Control and Audit Concerns - The company identified material weaknesses in internal control over financial reporting, specifically ineffective controls over the period-end process for accruing excise tax[151]. - The company’s management believes that the financial statements present fairly its financial position and results of operations despite the identified material weaknesses[152]. - The PCAOB has identified deficiencies at audit firms in mainland China and Hong Kong, which may affect the company's audit quality[269]. - The PCAOB is unable to inspect or investigate registered public accounting firms in mainland China and Hong Kong, which may limit access to U.S. capital markets[274]. Tax and Financial Liabilities - The company has not recognized any unrecognized tax benefits or accrued interest and penalties related to unrecognized tax benefits as of June 30, 2023[144]. - The PRC tax authorities may impose corporate income tax on indirect transfers of equity interests in PRC resident enterprises, potentially at a rate of up to 10%[243]. - If the company is deemed a PRC tax resident, dividends paid to overseas stockholders may be subject to a withholding tax of up to 10.0%[254]. Market and Economic Conditions - Economic, political, and legal developments in China could materially affect the company's business and any potential business combinations[248]. - Any slowdown in China's economic growth could lead to delays or cancellations in customer purchases, impacting the company's net revenues[306]. - The company may experience challenges in obtaining information for shareholder investigations or litigation due to legal obstacles in China[299].