Acri Capital Acquisition (ACAC) - 2023 Q4 - Annual Report

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].