Item 1.01 Entry into a Material Definitive Agreement.
On November 18, 2022, Acri Capital Acquisition Corporation (the "Company"), Acri
Capital Sponsor LLC (the "Sponsor"), officers and directors of the Company
entered into an amendment (the "Amendment") to a certain letter agreement among
the parties dated June 9, 2022 (the "Original Agreement"), in order to correctly
reflect the transfer restriction on founder shares as set forth in the final
prospectus of the Company's initial public offering, filed with the U.S.
Securities & Exchange Commission on June 10, 2022 (File No. 333-263477, the
"Prospectus"). Pursuant to the Prospectus, the founders have agreed not to
transfer, assign or sell any of the founder shares until the earlier of (a) six
months after the date of the consummation of the initial business combination of
the Company, (b) the date on which the Company completes a liquidation, merger,
stock exchange or other similar transaction after the initial business
combination that results in all of its public stockholders having the right to
exchange their shares of common stock for cash, securities or other property, or
(c) the date on which the last reported sale price of Class A common stock
equals or exceeds $12.00 per share (as adjusted for share splits, share
dividends, reorganizations and recapitalizations) for any 20 trading days within
any 30-trading day period commencing after our initial business combination, or
earlier, in any case, if, subsequent to the initial business combination, the
Company consummates a subsequent liquidation, merger, stock exchange or other
similar transaction which results in all of its stockholders having the right to
exchange their shares for cash, securities or other property. The Amendment
corrected the inconsistency in the Original Agreement with regards to the
transfer restriction on the founder shares.
Except the modification stated above to correctly reflecting the transfer
restriction on the founder shares as stated in the Prospectus, the Original
Agreement shall remain the same, binding and effective. A copy of the amendment
is attached as an exhibit to this Current Report as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Amendment to the Letter Agreement of June 9, 2022, entered between
Acri Capital Acquisition Corporation, Acri Capital Sponsor LLC, and
directors of Acri Capital Acquisition Corporation, dated November 18,
2022
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