--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-070338" form_type: "8-K" ticker: null cik: "0001950429" company_name: "99 Acquisition Group Inc." filed_at: "2023-08-23T23:59:59+00:00" generated_at: "2026-06-11T05:04:42.562506+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # 99 Acquisition Group prices $75M IPO of 7.5M units at $10/unit; Nasdaq listing under NNAGU ## Summary - Gross proceeds of $75M from 7.5M units; each unit has 1 share Class A, 1 warrant ($11.50 strike), 1 right (1/5 share). - Private placement of 2,865,500 warrants to sponsor 99 Acquisition Sponsor LLC for $2,865,500. - SPAC targeting real estate businesses with enterprise value $75M to $150M; led by CEO Hiren Patel. - Underwriter EF Hutton (sole book-runner) has 45-day option for up to 1,125,000 additional units. - $75,750,000 net proceeds deposited in trust account for benefit of public stockholders. ## SEC filing metadata - accession: 0001213900-23-070338 - form_type: 8-K - cik: 0001950429 - company_name: 99 Acquisition Group Inc. - filed_at: 2023-08-23T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 1.01, 3.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1950429/000121390023070338/0001213900-23-070338-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1950429/000121390023070338/ea184125-8k_99acquisition.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-070338 - JSON: https://secwatch.observer/filing/0001213900-23-070338.json - Plain text: https://secwatch.observer/filing/0001213900-23-070338.txt ## Key facts - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1950429/000121390023070338/0001213900-23-070338-index.htm - Material Agreements 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 source text: ● A Registration Rights Agreement, dated August 17, 2023, by and among the Company and the initial stockholders of the Company; evidence_url: https://www.sec.gov/Archives/edgar/data/1950429/000121390023070338/0001213900-23-070338-index.htm - Material Agreements 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 source text: ● A Warrant Agreement, dated August 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company; evidence_url: https://www.sec.gov/Archives/edgar/data/1950429/000121390023070338/0001213900-23-070338-index.htm - Material Agreements 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 source text: ● 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1950429/000121390023070338/0001213900-23-070338-index.htm - Material Agreements 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 source text: ● An Investment Management Trust Agreement, dated August 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company; evidence_url: https://www.sec.gov/Archives/edgar/data/1950429/000121390023070338/0001213900-23-070338-index.htm - Material Agreements 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 source text: 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; evidence_url: https://www.sec.gov/Archives/edgar/data/1950429/000121390023070338/0001213900-23-070338-index.htm - Material Agreements 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 source text: ● 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1950429/000121390023070338/0001213900-23-070338-index.htm - Material Agreements 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 source text: ● 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1950429/000121390023070338/0001213900-23-070338-index.htm - Material Agreements 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 source text: ● An Administrative Services Agreement, dated August 17, 2023, by and between the Company and 99 Acquisition Sponsor LLC. evidence_url: https://www.sec.gov/Archives/edgar/data/1950429/000121390023070338/0001213900-23-070338-index.htm - Material Agreements 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 source text: ● 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1950429/000121390023070338/0001213900-23-070338-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.