secwatch / observer
8-K filed August 23, 2023, 7:59 PM ET CIK 0001950429
other material confidence high sentiment neutral materiality 0.50

99 Acquisition Group prices $75M IPO of 7.5M units at $10/unit; Nasdaq listing under NNAGU

99 Acquisition Group Inc.

item 1.01item 3.02item 5.03item 7.01item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.4

99 Acquisition Group Inc.: Filed Amended and Restated Certificate of Incorporation in connection with IPO (effective 2023-08-17).

Change
charter amendment
Effective
2023-08-17
Exact text from the filing
On August 17, 2023, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

99 Acquisition Group Inc. entered into Registration Rights Agreement with Company and initial stockholders valued at Registration rights among Company and initial stockholders (effective 2023-08-17).

Action
entry
Counterparty
Company and initial stockholders
Value
Registration rights among Company and initial stockholders
Effective
2023-08-17
Exact text from the filing
● A Registration Rights Agreement, dated August 17, 2023, by and among the Company and the initial stockholders of the Company;
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

99 Acquisition Group Inc. entered into Warrant Agreement with Continental Stock Transfer & Trust Company valued at Warrant entitling holder to purchase one share of Class A common stock at $11.50 per whole share (effective 2023-08-17).

Action
entry
Counterparty
Continental Stock Transfer & Trust Company
Value
Warrant entitling holder to purchase one share of Class A common stock at $11.50 per whole share
Effective
2023-08-17
Exact text from the filing
● A Warrant Agreement, dated August 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company;
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

99 Acquisition Group Inc. entered into Letter Agreements with Company's officers, directors and 99 Acquisition Sponsor LLC valued at Letter agreements with officers, directors and sponsor (effective 2023-08-17).

Action
entry
Counterparty
Company's officers, directors and 99 Acquisition Sponsor LLC
Value
Letter agreements with officers, directors and sponsor
Effective
2023-08-17
Exact text from the filing
● Letter Agreements, dated August 17, 2023, by the Company’s officers, directors and 99 Acquisition Sponsor LLC; ● An Investment Management Trust Agreement, dated August 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company; ● A Registration Rights Agreement, dated August 17, 2023, by and among the Company and the initial stockholders of the Company; ● Indemnity Agreement, dated August 17, 2023, by and between the Company and the directors and officers of the Company; ● A Subscription Agreement, dated August 17, 2023, by and among the Company and 99 Acquisition Sponsor LLC; ● An Administrative Services Agreement, dated August 17, 2023, by and
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

99 Acquisition Group Inc. entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Trust account established for benefit of public stockholders, $75,750,000 deposited as of July 19, 2 (effective 2023-08-17).

Action
entry
Counterparty
Continental Stock Transfer & Trust Company
Value
Trust account established for benefit of public stockholders, $75,750,000 deposited as of July 19, 2
Effective
2023-08-17
Exact text from the filing
● An Investment Management Trust Agreement, dated August 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company;
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

99 Acquisition Group Inc. entered into Underwriting Agreement with EF Hutton, division of Benchmark Investments valued at $75,000,000 gross proceeds from IPO of 7,500,000 units at $10.00 per unit (effective 2023-08-17).

Action
entry
Agreement
underwriting
Counterparty
EF Hutton, division of Benchmark Investments
Value
$75,000,000 gross proceeds from IPO of 7,500,000 units at $10.00 per unit
Effective
2023-08-17
Exact text from the filing
On August 14, 2023, the registration statement (File No. 333-269923) (the “Registration Statement”) relating to the initial public offering (“IPO”) of 99 Acquisition Group Inc. (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration Statement: ● An Underwriting Agreement, dated August 17, 2023, by and between the Company and EF Hutton, division of Benchmark Investments, as representative of the underwriters;
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

99 Acquisition Group Inc. entered into Subscription Agreement with Company and 99 Acquisition Sponsor LLC valued at Subscription agreement with sponsor (effective 2023-08-17).

Action
entry
Agreement
equity purchase
Counterparty
Company and 99 Acquisition Sponsor LLC
Value
Subscription agreement with sponsor
Effective
2023-08-17
Exact text from the filing
● A Subscription Agreement, dated August 17, 2023, by and among the Company and 99 Acquisition Sponsor LLC; ● An Administrative Services Agreement, dated August 17, 2023, by and
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

99 Acquisition Group Inc. entered into Rights Agreement with Continental Stock Transfer & Trust Company valued at Each Unit includes one right entitling holder to receive one-fifth of one share of Common Stock upon (effective 2023-08-17).

Action
entry
Counterparty
Continental Stock Transfer & Trust Company
Value
Each Unit includes one right entitling holder to receive one-fifth of one share of Common Stock upon
Effective
2023-08-17
Exact text from the filing
● A Warrant Agreement, dated August 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company; ● A Rights Agreement, dated August 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company; ● Letter Agreements, dated August 17, 2023, by the Company’s officers, directors and 99 Acquisition Sponsor LLC; ● An Investment Management Trust Agreement, dated August 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company; ● A Registration Rights Agreement, dated August 17, 2023, by and among the Company and the initial stockholders of the Company; ● Indemnity Agreement, dated August 17, 2023, by and between the Company and the directors and officers of the Company; ● A Subscription Agreement, dated August 17, 2023, by and among the Company and 99 Acquisition Sponsor LLC; ● An Administrative Services Agreement, dated Au
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

99 Acquisition Group Inc. entered into Administrative Services Agreement with Company and 99 Acquisition Sponsor LLC valued at Administrative services agreement with sponsor (effective 2023-08-17).

Action
entry
Counterparty
Company and 99 Acquisition Sponsor LLC
Value
Administrative services agreement with sponsor
Effective
2023-08-17
Exact text from the filing
● An Administrative Services Agreement, dated August 17, 2023, by and between the Company and 99 Acquisition Sponsor LLC.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

99 Acquisition Group Inc. entered into Indemnity Agreement with Company and directors and officers valued at Indemnity agreement with directors and officers (effective 2023-08-17).

Action
entry
Counterparty
Company and directors and officers
Value
Indemnity agreement with directors and officers
Effective
2023-08-17
Exact text from the filing
● Indemnity Agreement, dated August 17, 2023, by and between the Company and the directors and officers of the Company; ● A Subscription Agreement, dated August 17, 2023, by and among the Company and 99 Acquisition Sponsor LLC; ● An Administrative Services Agreement, dated August 17, 2023, by and
View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR
accession 0001213900-23-070338
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