| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/09/2022 | 3. Issuer Name and Ticker or Trading Symbol Acri Capital Acquisition Corp [ ACAC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class B Common Stock(1) | 2,156,250(2)(3) | I | See footnote(3) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Private Placement Warrants(2) | (4) | (4) | Class A Common Stock | 5,671,250(2)(3) | 11.5 | I | See footnote(3) |
| Explanation of Responses: |
| 1. Class B common stock will automatically convert into Class A common stock on one-for-one basis, subject to certain adjustments as provided in the amended and restated certificate of incorporation of Acri Capital Acquisition Corporation ("Issuer") upon the consummation of an initial business combination. |
| 2. In connection with the closing of the initial public offering of the Issuer on June 9, 2022 and assuming the exercise of the over-allotment option in full by underwriters, Joy Yi Hua is deemed to beneficially own 2,156,250 shares of Class B Common Stock and 5,671,250 private placement warrants held by Acri Capital Sponsor LLC. |
| 3. Acri Capital Sponsor LLC is the record holder of the shares reported herein. Joy Yi Hua is the manager of Acri Capital Sponsor LLC. As such. Ms. Hua is deemed to have beneficial ownership of the shares of common stock held directly by Acri Capital Sponsor LLC. Ms. Hua disclaims beneficial ownership over any securities owned by our sponsor in which she does not have any pecuniary interest. |
| 4. As described in the Warrant Agreement, dated June 9, 2022, between the Issuer and Vstock Transfer, LLC (the "Warrant Agent"), and filed as Exhibit 4.4 to the issuer's registration statement on Form S-1 (File No. 333-263477) (the "Registration Statement"), the private placement warrants may be exercised only during the period (a) commencing on the later of: (i) the date of the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (described in the Registration Statement), and (ii) the date that is twelve (12) months from the date of the closing of the Public Offering, and (b) terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of the Warrant Agreement and (iii) the liquidation of the Trust Account (as described in the Registration Statement). |
| /s/ Joy Yi Hua | 06/09/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
