Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
|
| |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
Acri Capital Acquisition Corporation | |
| (Name of Issuer) | |
|
Class A Common Stock, par value $0.0001 per share | |
| (Title of Class of Securities) | |
|
00501A101 | |
| (CUSIP Number) | |
|
February 10, 2023 | |
| (Date of Event Which Requires Filing of this Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 6 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 00501A101 | 13G | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON
Cubist Systematic Strategies, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 352,111 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 352,111 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 352,111 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7% | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 00501A101 | 13G | Page 3 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON
Steven A. Cohen | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 352,111 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 352,111 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 352,111 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 00501A101 | 13G | Page 4 of 6 Pages |
| Item 1(a). | Name of Issuer. |
| Acri Capital Acquisition Corporation |
| Item 1(b). | Address of Issuer's Principal Executive Offices. |
|
13284 Pond Springs Rd, Ste 405 Austin, Texas 78729 |
| Item 2(a). | Name of Person Filing. |
| This statement is filed by: (i) Cubist Systematic Strategies, LLC (“Cubist Systematic Strategies”) with respect to shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of the Issuer held by Cubist Core Investments, LLC, an investment fund it manages (“Cubist Core Investments”); and (ii) Steven A. Cohen (“Mr. Cohen”) with respect to shares of Class A Common Stock beneficially owned by Cubist Systematic Strategies. |
| Cubist Systematic Strategies and Mr. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. |
| Item 2(b). | Address of Principal Business Office. |
| The address of the principal business office of (i) Mr. Cohen is 72 Cummings Point Road, | |
| Stamford, CT 06902; and (ii) Cubist Systematic Strategies is 55 Hudson Yards, | |
| New York, NY 10001. |
| Item 2(c). | Place of Organization. |
| Cubist Systematic Strategies is a Delaware limited liability company. Mr. Cohen is a United States citizen. |
| Item 2(d). | Title of Class of Securities. |
| Class A Common Stock, par value $0.0001 per share |
| Item 2(e). | CUSIP Number. |
| 00501A101 |
| Item 3. | If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a: |
| Not applicable |
| Item 4. | Ownership. |
|
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on February 16, 2023. Cubist Systematic Strategies and Mr. Cohen own directly no shares of Class A Common Stock. Pursuant to an investment management agreement, Cubist Systematic Strategies maintains investment and voting power with respect to the securities held by Cubist Core Investments. Mr. Cohen controls Cubist Systematic Strategies. The filing of this statement should not be construed as an admission that any of the foregoing persons or any reporting person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class A Common Stock reported herein. |
| CUSIP No. 00501A101 | 13G | Page 5 of 6 Pages |
| The percentages set forth herein are calculated based upon 3,643,694 shares of Class A Common Stock outstanding, which is the difference obtained by subtracting (i) 4,981,306 shares of Class A Common Stock that were rendered for redemption disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities Exchange Commission on February 10, 2023, from (ii) the 8,625,000 shares of Class A Common Stock outstanding as of December 28, 2022, as reported in the Issuer’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 12, 2023. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ]. |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
| Cubist Core Investments has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| Not applicable. |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. |
| Item 10. | Certification. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
| CUSIP No. 00501A101 | 13G | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 17, 2023 | |
| CUBIST SYSTEMATIC STRATEGIES, LLC | |
| By: /s/ Jason M. Colombo | |
| Name: Jason M. Colombo | |
| Title: Authorized Person | |
| STEVEN A. COHEN | |
| By: /s/ Jason M. Colombo | |
| Name: Jason M. Colombo | |
| Title: Authorized Person |
EXHIBIT 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| Date: February 17, 2023 | |
| CUBIST SYSTEMATIC STRATEGIES, LLC | |
| By: /s/ Jason M. Colombo | |
| Name: Jason M. Colombo | |
| Title: Authorized Person | |
| STEVEN A. COHEN | |
| By: /s/ Jason M. Colombo | |
| Name: Jason M. Colombo | |
| Title: Authorized Person |