ACAC Acri Capital Acquisition Corp - 8-K

Item 2.03   Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On
September 12, 2024, an aggregate of $50,000 (the “ New Monthly Extension Payment ”) was deposited into the trust account
of Acri Capital Acquisition Corporation, a Delaware corporation (the “ Company ”) for the public shareholders by Foxx
Development Inc. (“ Foxx ”), the target of the Company’s business combination , which enabled the Company
to extend the period of time it has to consummate its initial business combination by one month from September 14, 2024 to October 14,
2024 (the “ Extension ”). The Extension is the sixth of the nine one-month extensions permitted under the Company’s
governing documents.

In
connection with the New Monthly Extension Payment, the Company issued an unsecured promissory note of $50,000 to Foxx
(the “ Foxx Note ”). The Foxx Note is non-interest bearing and payable (subject to the waiver against trust provisions)
on the earlier of (i) consummation of the Company’s initial business combination and (ii) the date of the liquidation of the Company.
The principal balance may be prepaid at any time, at the election of the Company. The Foxx Note is not convertible into any securities
of the Company.

The
issuance of the Foxx Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.

A
copy of the Foxx Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures
set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Foxx Note.

Item 7.01 Regulation
FD Disclosure.

On
September 13, 2024, the Company issued a press release (the “ Press Release ”) announcing that the New Monthly Extension
Payment had been made. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit
99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number

Description

10.1

Promissory Note, dated September 12, 2024, issued by Acri Capital Acquisition Corporation to Foxx Development Inc.

99.1

Press Release, dated September 13, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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