Acri Capital Acquisition Corporation *

PROPOSED BUSINESS COMBINATION: Foxx Development Inc.

ENTERPRISE VALUE: TBD

ANTICIPATED SYMBOL: TBD

Acri Capital Acquisition Corporation entered into a definitive business combination agreement with Foxx Development Inc.

• Foxx is a worldwide brand, founded in Dallas. It has offices and warehouse logistics bases in Dallas, New York, Atlanta, Los Angeles and Seattle and are also expanding to Europe and Asia Pacific. The Company has R&D centers in US (Irvine), Singapore, China (Shenzhen and Chengdu).
• Foxx is concentrated in 5G technology including baseband, RF layout, SIP integration development and system testing. The Company also has a comprehensive telecommunication laboratory to provide all-round testing, analysis and support for equipment development. Foxx is dedicated to provide end to end solution of telecommunication electronic devices, smart home equipment’s and IoT products.

EXTENSION – 4/10/24 – LINK

• The SPAC approved the extension from April 14, 2024 to January 14, 2025.
  • 1,439,666 shares of Class A common stock of the Company were rendered for redemption.
  • $50K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 2/23/24 – LINK

• The SPAC entered into an Amended Underwriting Agreement with EF Hutton LLC.
• EF Hutton and the SPAC have agreed to replace the existing deferred underwriting fee from $2,587,500 payable in cash at the closing of a business combination, to (i) $1,725,000 payable in cash and (ii) 43,125 shares of common stock of PubCo. to be issued, at the closing of the Acquisition Merger.

TRANSACTION

• 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 in aggregate will be deposited to a segregated escrow account.
• The boards of directors of both Acri and Foxx have unanimously approved the Proposed Transaction, which is expected to be completed in the second quarter of 2024.

SPAC FUNDING

• To be determined.

EARNOUT

• Company:
  • Of the merger consideration, 500,000 shares will be deposited into an escrow account, to be released to the shareholders of Foxx immediately prior to the closing 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 otherwise the shares will be cancelled without consideration.

• • The Foxx Shareholders are entitled to receive up to an additional 4,200,000 shares of Common Stock subject to achievement of certain milestones, as follows:
    • In connection with the financial performance for the fiscal year ending June 30, 2024:
      • (i) 700,000 Earnout Shares will be issued if and only if the PubCo revenue reflected in the PubCo Audited Financial Statements for the fiscal year ending June 30, 2024, is at least $67 million and less than $84 million;
      • (ii) 1,400,000 Earnout Shares will be issued if and only if the PubCo revenue reflected in the PubCo Audited Financial Statements for the fiscal year ending June 30, 2024, is at least $84 million and less than $100 million; and
      • (iii) 2,100,000 Earnout Shares will be issued if and only if the PubCo revenue reflected in the PubCo Audited Financial Statements for the fiscal year ending June 30, 2024, is at least $100 million.
    • In connection with the financial performance for the fiscal year ending June 30, 2025:
      • (i) 700,000 Earnout Shares will be issued if and only if the PubCo revenue reflected in the PubCo Audited Financial Statements for the fiscal year ending June 30, 2025, is at least $77.05 million and less than $96.6 million;
      • (ii) 1,400,000 Earnout Shares will be issued if and only if the PubCo revenue reflected in the PubCo Audited Financial Statements for the fiscal year ending June 30, 2025, is at least $96.6 million and less than $115 million; and
      • (iii) 2,100,000 Earnout Shares will be issued if and only if the PubCo revenue reflected in the PubCo Audited Financial Statements for the fiscal year ending June 30, 2025, is at least $115 million.

LOCK-UP

• Company and Sponsor:
  • The Sponsor and Company agreed to lock-up their shares until the earlier to occur of:
    • (A) six months after the Closing, and
    • (B) the date on which the last reported sale price of the PubCo Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing after the Closing.

NOTABLE CONDITIONS TO CLOSING

• Foxx and Acri shareholder approvals
• The net tangible assets upon the consummation with the Business Combination must be no less than $5,000,001.

NOTABLE CONDITIONS TO TERMINATION

• The Business Combination Agreement may be terminated if the Closing has not occurred by April 14, 2024 (the “Outside Date” or “Long Stop Date”).

ADVISORS

• Foxx Advisors:
  • VCL Law LLP is serving as legal counsel
• SPAC Advisors:
  
  • EF Hutton LLC is serving as capital markets advisor
  • Robinson & Cole LLP is serving as legal counsel

EXTENSION – 7/12/23 – LINK

• The SPAC approved the extension from July 14, 2023 to April 14, 2024.
  • Redemptions were not provided.
  • $75K per month will be deposited into the trust account.

EXTENSION – 2/10/23 – LINK

• The SPAC approved the extension from March 14, 2023 to December 14, 2023
  • The Sponsor will contribute $0.0625/share
  • 4,981,306 shares were redeemed for $10.29/share

SUBSEQUENT EVENT – 1/25/23 – LINK

• The SPAC has postponed the special meeting of stockholders from 1/26/23 to 2/8/23.
  • It is amending the amount of monthly deposit required to be deposited in the trust account from $0.0333 per share to $0.0625 per share for up to 9 times if it has not consummated its initial business combination by 3/14/23.

MANAGEMENT & BOARD

Executive Officers

“Joy” Yi Hua, 46
Chairwoman, Chief Executive Officer, and Chief Financial Officer

Ms. Hua has over 18 years of experience in investment management, hedge fund, private equity and real estate investment around the world. Since June 2016, Ms. Hua has served as the Managing Director of Serene View Capital LLC, an investment management and consulting firm. In June 2018, Ms. Hua founded Cohere Education LLC, an online education start-up engaged in the distribution of STEAM curriculum and programs to K-12 and college students in the U.S. and China. Before that, Ms. Hua co-founded and served as the Chief Operating Officer for MeshImpact LLC for the period between July 2016 and December 2018, overseeing financial and strategic planning for the consulting firm providing data analytics and machine learning solutions. Earlier in her career, Ms. Hua worked for CornerStone Parnters LLC for 8 years from 2008 to 2016 where she managed private equity and real assets portfolios of over 3 billion US dollars for 12 non-profit clients. Ms. Hua started her investment career at UVIMCO, the organization that manages the University of Virginia’s $14.5 billion endowment, from 2004 to 2008. Ms. Hua received her MBA from the University of Texas at Austin in 2003, and a B.A. in Economics from Shanghai University of Finance & Economics in 1997. She has been a CFA charter holder since 2004.

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Board of Directors

James “Jim” C. Hardin Jr., 42
Director Nominee

Mr. Hardin has 20 years of experience in direct investments, co-investments, and fund investments in multiple private and public asset classes, sectors, and countries. He has particular investing experience in healthcare, fintech (bank software, payments), and community banks. He is currently an investment banker affiliated with Deer Isle Group, LLC and The Sponsor Fund Partners LLC. On the advisory side through Deer Isle Group, LLC, Mr. Hardin works with clients as a fractional general partner — which is similar to a fractional strategic CFO role — where he provides senior bandwidth to private equity general partners to support transaction execution and capital raising. Prior to partnering with Deer Isle, Mr. Hardin founded a technology-enabled service company for the lower middle market private equity ecosystem between 2014 and 2020, led private equity investing at full-service outsourced investment firm and Duke University-spinout Global Endowment Management (now $12B AUM) between 2009 and 2013, acquired and exited a point of sale payments company between 2009 and 2017, and co-managed a healthcare portfolio at the multi-strategy hedge fund Farallon Capital Management/Noonday (now $35B AUM) between 2004 and 2008. Mr. Hardin has also been a director of Affirmative Technologies, a provider of electronic payment risk management and fraud detection software, since 2018. Mr. Hardin has also been the President of Fund Investor Toolkit, LLC, a consulting service, since 2014. Mr. Hardin graduated cum laude in Economics (AB) from Harvard College.

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Edmund Miller, 66
Director Nominee

Mr. Miller is a Senior Managing Director of Pan American Finance, LLC, an investment advisory firm where he has held this position since 2012. He has extensive private equity investment, fundraising and Telecommunication, Media, & Technology (TMT) experience. From 2002 to 2011, he was the Managing Director at Parmenter Realty Partners where he was in charge of all aspects of documenting and raising their second, third, and fourth institutional funds. Earlier in his career, from 1984 to 1996, Mr. Miller was co-manager of the largest Caribbean Basin and Latin American coverage team for Goldman Sachs, based in Miami. From 1996 to 1999, he managed a high yield fund for a large Latin American bank, managed a hedge fund, and was a founder and led the initial investment round in Answerthink (now known as The Hackett Group, NASDAQ: HCKT), an information technology consulting company. Mr. Miller was the co-founder of Interprise Technology Partners, a $110 million technology venture fund which made seven lead investments between 1999 and 2002. Prior to joining Goldman Sachs in 1984, Mr. Miller worked for Price Waterhouse in New York City in international tax for 4 years. He is a graduate of the University of Florida Warrington College of Business and the Levin College of Law. Mr. Miller was previously certified as a CPA and was a member of the New York Bar.

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Andrew Pierce, 35
Director Nominee

Mr. Pierce has more than a decade of experience in everything from data center auditing and IT support, to building world-class software and leading teams of engineers. Since 2014, Mr. Pierce has led the Platform Applications team for BlackSky Technology Inc. (NYSE: BKSY), a leading provider of real-time geospatial intelligence and global monitoring services, and has helped grow it from a $1M ARR startup into a publicly-traded powerhouse valued at over $1B on opening day. Prior to BlackSky, Mr. Pierce served as the Engineering Manager of Thermopylae Science and Technology’s iSpatial platform. He is also the founder and owner of Banana Stand Technologies, Inc., a company engaged in “web3” consulting services. From 2009 to 2010, he was on the team that built FederalReporting.gov, the system responsible for tracking the American Recovery and Reinvestment Act (ARRA) stimulus spending. He graduated with a B.S. in Computer Science and a B.A. in Japanese Studies from the College of William and Mary in 2009, and has spent time abroad living and working in Japan.

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