Sec Form 3 Filing - Hua Joy Yi @ Acri Capital Acquisition Corp - 2022-06-09

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Hua Joy Yi 2. Issuer Name and Ticker or Trading Symbol Acri Capital Acquisition Corp [ ACAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairwoman (Last) (First) (Middle) I/C/O ACRI CAPITAL ACQUISITION CORP, 13284 POND SPRING RD, STE 405 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2022 (Street) AUSTIN, TX78729 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B Common Stock( 1 ) 2,156,250( 2 )( 3 ) I See footnote( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Private Placement Warrants( 2 ) $ 11.5 ( 4 ) ( 4 ) Class A Common Stock 5,671,250( 2 )( 3 ) I See footnote( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hua Joy Yi I/C/O ACRI CAPITAL ACQUISITION CORP 13284 POND SPRING RD, STE 405 AUSTIN, TX78729 X X CEO and Chairwoman Signatures /s/ Joy Yi Hua 06/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Class B common stock will automatically convert into Class A common stock on one-for-one basis, subject to certain adjustments as provided in the amended and restated certificate of incorporation of Acri Capital Acquisition Corporation ("Issuer") upon the consummation of an initial business combination. ( 2 )In connection with the closing of the initial public offering of the Issuer on June 9, 2022 and assuming the exercise of the over-allotment option in full by underwriters, Joy Yi Hua is deemed to beneficially own 2,156,250 shares of Class B Common Stock and 5,671,250 private placement warrants held by Acri Capital Sponsor LLC. ( 3 )Acri Capital Sponsor LLC is the record holder of the shares reported herein. Joy Yi Hua is the manager of Acri Capital Sponsor LLC. As such. Ms. Hua is deemed to have beneficial ownership of the shares of common stock held directly by Acri Capital Sponsor LLC. Ms. Hua disclaims beneficial ownership over any securities owned by our sponsor in which she does not have any pecuniary interest. ( 4 )As described in the Warrant Agreement, dated June 9, 2022, between the Issuer and Vstock Transfer, LLC (the "Warrant Agent"), and filed as Exhibit 4.4 to the issuer's registration statement on Form S-1 (File No. 333-263477) (the "Registration Statement"), the private placement warrants may be exercised only during the period (a) commencing on the later of: (i) the date of the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (described in the Registration Statement), and (ii) the date that is twelve (12) months from the date of the closing of the Public Offering, and (b) terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of the Warrant Agreement and (iii) the liquidation of the Trust Account (as described in the Registration Statement).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.