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
August 26, 2024
Date of Report (Date of earliest event reported)
99 Acquisition Group Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41784 | 88-2992752 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 14 Noblewood Ct, Gaithersburg, MD | 20878 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 371-4260
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | NNAG | The Nasdaq Stock Market LLC | ||
| Warrants | NNAGW | The Nasdaq Stock Market LLC | ||
| Rights | NNAGR | The Nasdaq Stock Market LLC | ||
| Units | NNAGU | 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 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement
As previously disclosed, on February 19, 2024, 99 Acquisition Group Inc., a Delaware corporation (the “Company”), entered into a business combination agreement (the “Business Combination Agreement”) with NNAG Merger Sub, Inc., a Maryland corporation and a direct wholly owned subsidiary of the Company and Nava Health MD, Inc., a Maryland corporation(“Nava”).
Termination of Business Combination Agreement
On August 26, 2024, Nava delivered to the Company a Notice of Termination of Business Combination (the “Termination”), in which the Business Combination Agreement was terminated pursuant to Section 10.1(e) of the Business Combination Agreement. The termination of the Business Combination Agreement is effective as of August 26, 2024.
As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and there is no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Termination. In accordance with Section 11.4 of the Business Combination Agreement, the Company is required to pay to Nava $300,000 as reimbursement of Nava’s Transaction Costs (as defined in the Business Combination Agreement).
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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.
| Dated: August 30, 2024 | ||
| 99 ACQUISITION GROUP INC. | ||
| By: | /s/ Hiren Patel | |
| Name: | Hiren Patel | |
| Title: | Chief Executive Officer | |
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