Acri Capital Acquisition : Failure to Satisfy Listing Rule - Form 8-K

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

May 22, 2023 (May 19, 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 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

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 the previous 30 consecutive business days, the Market Value of Listed Securities ("MVLS") 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 " MVLS Rule"). The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until November 15, 2023 (the "Compliance Period"), to regain compliance with the MVLS Rule. To regain compliance with the MVLS Rule, the MVLS for the Company must be at least $50 million for a minimum of 10 consecutive business days at any time during this Compliance Period. If the Company regains compliance with the MVLS Rule, Nasdaq will provide the Company with written confirmation and will close the matter.

If the Company does not regain compliance with the MVLS Rule by the Compliance Date, Nasdaq will provide written notification that its securities will be subject to delisting. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal Nasdaq's determination. The Letter notes that the Company may be eligible to transfer the listing of its securities to the Nasdaq Capital Market (the "Capital Market"), provided that it then satisfies the requirements for continued listing on the Capital Market. On May 22, 2023, the Company submitted an application for a transfer from the Global Market to the Capital Market, which is currently pending review by Nasdaq.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number		Description
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: May 22, 2023	By: /s/ "Joy" Yi Hua
	Name: "Joy" Yi Hua
	Title: Chief Executive Officer