Acri Capital Acquisition Corp Announces $50M SPAC Merger with Foxx Development

Acri Capital Acquisition Corporation (NASDAQ:ACAC) ("Acri" or "ACAC"), a Delaware incorporated special purpose acquisition company listed on the Nasdaq Global Market, and Foxx Development Inc. ("Foxx"), a Texas based consumer electronics and integrated Internet-of-Things (IoT) solution company, today announced that they have entered into a definitive business combination agreement (the "Business Combination Agreement") pursuant to which a newly established subsidiary of Acri will become a publicly listed company combining Acri and Foxx (the "Combined Company") upon the closing of the transaction contemplated therein (the "Proposed Transaction"). Upon closing, the Combined Company expects to list its common stock on Nasdaq.

As provided in the Business Combination Agreement, the merger consideration is $50,000,000, payable by newly-issued common stock of the Combined Company valued at $10.00 per share, among which 500,000 shares will be deposited into an escrow account (i) to be released to the shareholders of Foxx immediately prior to the closing (the "Foxx Stockholders") if, within one year of the Business Combination Agreement, the Affordable Connectivity Program managed by the U.S. Federal Communication Commission is reauthorized by the U.S. Congress with funding of no less than $4 billion in total for the reauthorized period, or (ii) otherwise to be cancelled without consideration.  Additional up to 4,200,000 shares of common stock may be issued to Foxx Stockholders upon achievement of certain financial performance milestones of the Combined Company for the fiscal years ending June 30, 2024 and June 30, 2025. 

Following the closing, assuming no redemption by existing public stockholders of Acri, the Acri stockholders will have approximately 51.98% equity interest in the Combined Company and the Foxx Stockholders will have approximately 48.02% equity interest in the Combined Company assuming there is no transaction financing in connection with the Proposed Transaction. If, however, there is a maximum redemption of existing public shareholders of Acri (without consideration of the $5 million net tangible asset requirements), the Acri shareholders will have approximately 30.13% equity interest in the Combined Company and the Foxx Stockholders will have approximately 69.87% equity interest in the Combined Company.